r8k63008exh21.htm


    
      

    

    
      EXHIBIT
10.2

    

     

    PUBLISHED CUSIP
NUMBER:  40425NAC6

     

     

      
        

      

    

     

     

    CREDIT
AGREEMENT

    


    


    Dated as
of June 30, 2008

    


    


    among

    


    


    HNI
CORPORATION,

    as
Borrower,

    


    CERTAIN
DOMESTIC SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY
HERETO,

    as
Guarantors

    


    THE
LENDERS PARTIES HERETO

    


    and

    


    WACHOVIA
BANK, NATIONAL ASSOCIATION,

    as
Administrative Agent

    


    


    BANK OF
AMERICA, N.A., as Syndication Agent

    and

    WELLS
FARGO BANK, N.A., as Documentation Agent

     

     

    
      

    

     

    WACHOVIA
CAPITAL MARKETS, LLC,

    as Sole
Lead Arranger, Manager and Book Runner

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TABLE OF
CONTENTS

    


    
      	
              SECTION
      1 DEFINITIONS

            	
              1

            
	
              1.1

            	
              Definitions.

            	
              1

            
	
              1.2

            	
              Computation of Time Periods,
      Etc.

            	
              19

            
	
              1.3

            	
              Accounting Terms.

            	
              19

            
	
              SECTION
      2 CREDIT FACILITY

            	
              20

            
	
              2.1

            	
              Term Loan.

            	
              20

            
	
              2.2

            	
              Default Rate.

            	
              21

            
	
              2.3

            	
              Extension and Conversion.

            	
              21

            
	
              2.4

            	
              Prepayments.

            	
              22

            
	
              2.5

            	
              Fees.

            	
              22

            
	
              2.6

            	
              Computation of Interest and
      Fees.

            	
              23

            
	
              2.7

            	
              Pro Rata Treatment and
      Payments.

            	
              23

            
	
              2.8

            	
              Non-Receipt of Funds by the Administrative
      Agent.

            	
              25

            
	
              2.9

            	
              Inability to Determine Interest
      Rate.

            	
              25

            
	
              2.10

            	
              Illegality.

            	
              26

            
	
              2.11

            	
              Requirements of Law.

            	
              27

            
	
              2.12

            	
              Indemnity.

            	
              28

            
	
              2.13

            	
              Taxes.

            	
              28

            
	
              2.14

            	
              Replacement of Lenders.

            	
              30

            
	
              SECTION
      3 REPRESENTATIONS AND
      WARRANTIES

            	
              31

            
	
              3.1

            	
              Financial Statements.

            	
              31

            
	
              3.2

            	
              Organization; Existence.

            	
              32

            
	
              3.3

            	
              Authorization; Power; Enforceable
      Obligations.

            	
              32

            
	
              3.4

            	
              Consent; Government
      Authorizations.

            	
              32

            
	
              3.5

            	
              No Material Litigation.

            	
              32

            
	
              3.6

            	
              Taxes.

            	
              33

            
	
              3.7

            	
              ERISA.

            	
              33

            
	
              3.8

            	
              Governmental Regulations,
    Etc.

            	
              34

            
	
              3.9

            	
              Subsidiaries.

            	
              35

            
	
              3.10

            	
              Use of Proceeds.

            	
              35

            
	
              3.11

            	
              Contractual Obligations; Compliance with Laws; No
      Conflicts.

            	
              35

            
	
              3.12

            	
              Accuracy and Completeness of
      Information.

            	
              36

            
	
              3.13

            	
              Environmental Matters.

            	
              36

            
	
              3.14

            	
              No Burdensome Restrictions.

            	
              37

            
	
              3.15

            	
              Title to Property.

            	
              37

            
	
              3.16

            	
              Insurance.

            	
              37

            
	
              3.17

            	
              Licenses and Permits.

            	
              38

            
	
              3.18

            	
              Anti-Terrorism Laws.

            	
              38

            
	
              3.19

            	
              Labor Matters.

            	
              38

            
	
              3.20

            	
              Compliance with OFAC Rules and
      Regulations.

            	
              38

            
	
              3.21

            	
              Compliance with FCPA.

            	
              39

            


    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      4 CONDITIONS

            	
              39

            
	
              4.1

            	
              Conditions to Closing.

            	
              39

            
	
              SECTION
      5 AFFIRMATIVE
    COVENANTS

            	
              41

            
	
              5.1

            	
              Financial Statements.

            	
              41

            
	
              5.2

            	
              Certificates; Other
      Information.

            	
              42

            
	
              5.3

            	
              Notices.

            	
              44

            
	
              5.4

            	
              Maintenance of Existence; Compliance with Laws;
      Contractual Obligations.

            	
              45

            
	
              5.5

            	
              Maintenance of Property;
      Insurance.

            	
              45

            
	
              5.6

            	
              Inspection of Property; Books and Records;
      Discussions.

            	
              45

            
	
              5.7

            	
              Use of Proceeds.

            	
              46

            
	
              5.8

            	
              Additional Guarantors.

            	
              46

            
	
              5.9

            	
              Financial Covenants.

            	
              47

            
	
              5.10

            	
              Payment of Obligations.

            	
              47

            
	
              5.11

            	
              Environmental Laws.

            	
              47

            
	
              SECTION
      6 NEGATIVE COVENANTS

            	
              48

            
	
              6.1

            	
              Indebtedness.

            	
              48

            
	
              6.2

            	
              Liens.

            	
              49

            
	
              6.3

            	
              Nature of Business.

            	
              49

            
	
              6.4

            	
              Mergers, Sale of Assets and Indebtedness of
      Subsidiaries

            	
              49

            
	
              6.5

            	
              Advances, Investments and
      Loans.

            	
              50

            
	
              6.6

            	
              Transactions with
    Affiliates.

            	
              51

            
	
              6.7

            	
              Fiscal Year; Organizational
      Documents.

            	
              51

            
	
              6.8

            	
              Limitation on Restricted
      Actions.

            	
              51

            
	
              6.9

            	
              Restricted Payments.

            	
              52

            
	
              6.10

            	
              Sale Leasebacks.

            	
              52

            
	
              6.11

            	
              No Further Negative
Pledges.

            	
              52

            
	
              SECTION
      7 EVENTS OF DEFAULT

            	
              53

            
	
              7.1

            	
              Events of Default.

            	
              53

            
	
              7.2

            	
              Acceleration; Remedies.

            	
              55

            
	
              7.3

            	
              Rescission of Acceleration.

            	
              56

            
	
              SECTION
      8 AGENCY PROVISIONS

            	
              56

            
	
              8.1

            	
              Appointment.

            	
              56

            
	
              8.2

            	
              Delegation of Duties.

            	
              56

            
	
              8.3

            	
              Exculpatory Provisions.

            	
              57

            
	
              8.4

            	
              Reliance by Administrative
      Agent.

            	
              57

            
	
              8.5

            	
              Notice of Default.

            	
              57

            
	
              8.6

            	
              Non-Reliance on Administrative Agent and Other
      Lenders.

            	
              58

            
	
              8.7

            	
              Indemnification.

            	
              58

            
	
              8.8

            	
              Administrative Agent in Its Individual
      Capacity.

            	
              59

            
	
              8.9

            	
              Successor Administrative
    Agent.

            	
              59

            
	
              8.10

            	
              Patriot Act Notice.

            	
              59

            
	
              8.11

            	
              Other Agents, Arrangers and
      Managers.

            	
              60

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      	
              SECTION
      9 GUARANTY

            	
              60

            
	
              9.1

            	
              The Guaranty.

            	
              60

            
	
              9.2

            	
              Bankruptcy.

            	
              61

            
	
              9.3

            	
              Nature of Liability.

            	
              61

            
	
              9.4

            	
              Independent Obligation.

            	
              61

            
	
              9.5

            	
              Authorization.

            	
              62

            
	
              9.6

            	
              Reliance.

            	
              62

            
	
              9.7

            	
              Waiver.

            	
              62

            
	
              9.8

            	
              Limitation on Enforcement.

            	
              63

            
	
              9.9

            	
              Confirmation of Payment.

            	
              64

            
	
              SECTION
      10 MISCELLANEOUS

            	
              64

            
	
              10.1

            	
              Amendments and Waivers.

            	
              64

            
	
              10.2

            	
              Notices.

            	
              66

            
	
              10.3

            	
              No Waiver; Cumulative
    Remedies.

            	
              68

            
	
              10.4

            	
              Survival of Representations and
      Warranties.

            	
              68

            
	
              10.5

            	
              Payment of Expenses and
    Taxes.

            	
              68

            
	
              10.6

            	
              Successors and Assigns; Participations; Purchasing
      Lenders.

            	
              69

            
	
              10.7

            	
              Adjustments; Set-off.

            	
              72

            
	
              10.8

            	
              Table of Contents and Section
      Headings.

            	
              73

            
	
              10.9

            	
              Counterparts.

            	
              73

            
	
              10.10

            	
              Effectiveness.

            	
              73

            
	
              10.11

            	
              Severability.

            	
              73

            
	
              10.12

            	
              Integration.

            	
              73

            
	
              10.13

            	
              GOVERNING LAW.

            	
              74

            
	
              10.14

            	
              Consent to Jurisdiction and Service of
      Process.

            	
              74

            
	
              10.15

            	
              Confidentiality.

            	
              74

            
	
              10.16

            	
              Acknowledgments.

            	
              75

            
	
              10.17

            	
              Waivers of Jury Trial.

            	
              75

            


    

    

      
        
           


        

        
          iii

          
            

          

        

        
           


        

      

    

     

    SCHEDULES

     

    
      
        	
                Schedule
      1.1A

              	
                Form
      of Account Designation Letter

              
	
                Schedule
      1.1B

              	
                Mandatory
      Cost Rate

              
	
                Schedule
      1.1C

              	
                Lenders
      and Commitments

              
	
                Schedule
      2.1(a)

              	
                Form
      of Funding Indemnity Letter

              
	
                Schedule
      2.1(d)

              	
                Form
      of Term Loan Note

              
	
                Schedule
      2.3

              	
                Form
      of Notice of Extension/Conversion

              
	
                Schedule
      2.13

              	
                2.13
      Certificate

              
	
                Schedule
      3.9

              	
                Subsidiaries

              
	
                Schedule
      3.16

              	
                Insurance

              
	
                Schedule
      3.19

              	
                Labor
      Matters

              
	
                Schedule
      4.1(d)

              	
                Form
      of Secretary’s Certificate

              
	
                Schedule
      5.2(b)

              	
                Form
      of Officer’s Compliance Certificate

              
	
                Schedule
      5.8

              	
                Form
      of Joinder Agreement

              
	
                Schedule
      6.1

              	
                Indebtedness

              
	
                Schedule
      6.2

              	
                Liens

              
	
                Schedule
      10.6(c)

              	
                Form
      of Assignment and Assumption

              


      

       

    

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    


    CREDIT
AGREEMENT

    


    THIS CREDIT AGREEMENT, dated
as of June 30, 2008 (the “Credit Agreement”),
is by and among HNI Corporation, an Iowa corporation (the “Borrower”), those
Domestic Subsidiaries of the Borrower identified as “Guarantors” on the
signature pages hereto and such other Domestic Subsidiaries of the Borrower as
may from time to time become a party hereto (the “Guarantors”), the
lenders named herein and such other lenders as may become a party hereto
(collectively, the “Lenders” and
individually, a “Lender”) and WACHOVIA BANK, NATIONAL
ASSOCIATION, as Administrative Agent for the Lenders (in such capacity,
the “Administrative
Agent”).

    


    W
I T N E S S E T H

    


    WHEREAS, the Borrower has
requested that the Lenders provide a $50,000,000 term loan facility for the
purposes hereinafter set forth; and

    


    WHEREAS, the Lenders have
agreed to make the requested term loan facility available to the Borrower on the
terms and conditions hereinafter set forth.

    


    NOW, THEREFORE, IN
CONSIDERATION of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

    


    


    SECTION
1

    DEFINITIONS

    


    1.1         Definitions.

    


    As used
in this Credit Agreement, the following terms shall have the meanings specified
below unless the context otherwise requires:

    


    “Account Designation
Letter” means the Notice of Account Designation Letter dated the Closing
Date from the Borrower to the Administrative Agent in substantially the form
attached hereto as Schedule
1.1A.

    


    “Administrative Agent”
has the meaning set forth in the first paragraph hereof, together with any
successors or assigns.

    


    “Administrative Details
Form” means, with respect to any Lender, a document containing such
Lender’s contact information for purposes of notices provided under this Credit
Agreement and account details for purposes of payments made to such Lender under
this Credit Agreement.

    


    “Affiliate” means as
to any Person, any other Person which, directly or indirectly, is in control of,
is controlled by, or is under common control with, such Person.  For
purposes of this definition, a Person shall be deemed to be “controlled by” a
Person if such Person possesses, directly or indirectly, power either (a) to
vote 10% or more of the securities having ordinary voting power for the election
of directors of such Person or (b) to direct or cause the direction of the
management and policies of such Person whether by contract or
otherwise.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    “Alternate Base Rate”
means, for any day, the rate per annum (rounded upwards, if necessary, to the
nearest whole multiple of 1/100 of 1%) equal to the greater of (a) the Federal
Funds Rate in effect on such day plus 1⁄2 of 1% or (b)
the Prime Rate in effect on such day.  If for any reason the
Administrative Agent shall have reasonably determined (which determination shall
be conclusive absent manifest error) that it is unable after due inquiry to
ascertain the Federal Funds Rate for any reason, including the inability or
failure of the Administrative Agent to obtain sufficient quotations in
accordance with the terms hereof, the Alternate Base Rate shall be determined
without regard to clause (a) of the first sentence of this definition until the
circumstances giving rise to such inability no longer exist.  Any
change in the Alternate Base Rate due to a change in the Prime Rate or the
Federal Funds Rate shall be effective on the effective date of such change in
the Prime Rate or the Federal Funds Rate, respectively.

    


    “Alternate Base Rate
Loans” means any Term Loan that bears interest at an interest rate based
on the Alternate Base Rate.

    


    “Anti-Terrorism Laws”
has the meaning set forth in Section
3.18.

    


    “Applicable
Percentage” means, for any day, the rate per annum set forth below
opposite the applicable level then in effect, it being understood that the
Applicable Percentage for (a) Term Loans that are Alternate Base Rate Loans
shall be the percentage set forth under the column “Alternate Base Rate Margin
for Term Loans” and (b) Term Loans that are LIBOR Rate Loans shall be the
percentage set forth under the column “LIBOR Rate Margin for Term
Loans”:

    


    
      	
              Applicable
      Percentage

            
	
              Level

            	
              Leverage
      Ratio

            	
              Alternate
      Base Rate Margin for

              Term
      Loans

            	
              LIBOR
      Rate Margin for

              Term
      Loans

            
	
              I

            	
              >
      2.50 to 1.0

            	
              1.000%

            	
              2.000%

            
	
              II

            	
              < 2.50 to 1.0 but

              >
      1.75 to 1.0

            	
              0.875%

            	
              1.875%

            
	
              III

            	
              < 1.75 to 1.0 but

              >
      1.00 to 1.0

            	
              0.750%

            	
              1.750%

            
	
              IV

            	
              < 1.00 to 1.0

            	
              0.500%

            	
              1.500%

            


    

    


    The
Applicable Percentage shall, in each case, be determined and adjusted quarterly
as of the date on which the Administrative Agent has received from the Borrower
the financial information and certifications required to be delivered to the
Administrative Agent and the Lenders in accordance with the provisions of Sections 5.1(a)
and (b) and Section 5.2(b)
(each an “Interest
Determination Date”).  Such Applicable Percentage shall be
effective from such Interest Determination Date until the next such Interest
Determination Date.  The initial Applicable Percentages shall be based
on Level III until the first Interest Determination Date occurring after the
delivery of the officer's compliance certificate pursuant to Section 5.2(b) for
the quarter ending June 28, 2008.  After the Closing Date, if the
Borrower shall fail to provide the quarterly financial information and
certifications in accordance with the provisions of Sections 5.1(a)
and (b) and
Sections 5.2(a)
and (b), the
Applicable Percentage from such Interest Determination Date shall, on the date
five (5) Business Days after the date by which the Borrower was so required to
provide such financial information and certifications to the Administrative
Agent and the Lenders, be based on Level I until such time as such information
and certifications are provided, whereupon the Applicable Percentage shall be
determined by the then current Leverage Ratio.  In the event that any
financial statement or certification delivered pursuant to Section 5.1 is shown
to be inaccurate (regardless of whether this Agreement or the Commitments are in
effect when such inaccuracy is discovered), and such inaccuracy, if corrected,
would have led to the application of a higher Applicable Percentage for any
period  (an “Applicable Period”)
than the Applicable Percentage applied for such Applicable Period, and only in
such case, then the Borrower shall immediately (i) deliver to the Administrative
Agent a corrected compliance certificate for such Applicable Period, (ii)
determine the Applicable Percentage for such Applicable Period based upon the
corrected compliance certificate, and (iii) immediately pay to the
Administrative Agent the accrued additional interest owing as a result of such
increased Applicable Percentage for such Applicable Period, which payment shall
be promptly applied by the Administrative Agent in accordance with Section
2.7.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    “Assignment and
Assumption” means an Assignment and Assumption substantially in the form
of Schedule
10.6(c).

    


    “Bankruptcy Code”
means the Bankruptcy Code in Title 11 of the United States Code, as amended,
modified, succeeded or replaced from time to time.

    


    “Borrower” has the
meaning set forth in the first paragraph hereof, together with any successors or
assigns.

    


    “Business Day” means
any day other than a Saturday, Sunday or legal holiday on which commercial banks
in Charlotte, North Carolina and New York, New York are
authorized or required by law to close; provided, however, that when
used in connection with a rate determination, borrowing or payment in respect of
a LIBOR Rate Loan, the term “Business Day” shall also exclude any day on which
banks in London, England are not open for dealings in deposits of Dollars in the
London interbank market.

    


    “Capital Lease” means,
as applied to any Person, any lease of any Property (whether real, personal or
mixed) by that Person as lessee which, in accordance with GAAP, is or should be
accounted for as a capital lease on the balance sheet of that
Person.

    


    “Capital Stock” means
(a) in the case of a corporation, capital stock, (b) in the case of an
association or business entity, any and all shares, interests, participations,
rights or other equivalents (however designated) of capital stock, (c) in the
case of a partnership, partnership interests (whether general or limited), (d)
in the case of a limited liability company, membership interests and (e) any
other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distribution of assets of, the issuing
Person.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    “Cash Equivalents”
means (a) securities issued or directly and fully guaranteed or insured by the
United States of America or any agency or instrumentality thereof (provided that
the full faith and credit of the United States of America is pledged in support
thereof) having maturities of not more than three years from the date of
acquisition (“Government
Obligations”), (b) U.S. dollar denominated (or foreign currency
fully hedged) time deposits, certificates of deposit, Eurodollar time deposits
and Eurodollar certificates of deposit of (i) any United States commercial
bank of recognized standing having capital and surplus in excess of
$200,000,000, (ii) any Lender or (iii) any bank whose short-term commercial
paper rating from S&P is at least A-1 or the equivalent thereof or from
Moody’s is at least P-1 or the equivalent thereof (any such bank and any Lender
being an “Approved
Bank”), in each case with maturities of not more than three years from
the date of acquisition, (c) commercial paper and variable or fixed rate
notes issued by any Approved Bank (or by the parent company thereof) or any, or
guaranteed by any, domestic corporation rated A-2 (or the equivalent thereof) or
better by S&P or P-2 (or the equivalent thereof) or better by Moody’s and
maturing within 270 days of the date of acquisition, (d) asset-backed
securities and/or mortgage-backed securities which have a maturity or for which
the holder thereof has the right to put such securities not more than three
years after the date of acquisition and which is rated, at the date of
acquisition thereof, P-2 (or the equivalent thereof) or better by Moody's, or
A-2 (or the equivalent thereof) or better by S&P, (e) securities of the
type described in clauses (a) through (d), inclusive, above purchased under
agreements to resell such securities to any broker/dealer or any commercial
bank, if such broker/dealer or bank has an uninsured, unsecured and unguaranteed
rating at the time of the acquisition of P-2 (or the equivalent thereof) or
better by Moody's, or A-2 (or the equivalent thereof) or better by S&P,
(f) obligations of any state of the United States or any political
subdivision thereof for the payment of the principal and redemption price of and
interest on which there shall have been irrevocably deposited Government
Obligations maturing as to principal and interest at times and in amounts
sufficient to provide such payment and (g) Investments in mutual funds
registered under the Investment Company Act of 1940, as amended, or collective
trust funds maintained by Approved Banks, in each case whose only assets are of
the type described in clauses (a) through (f), inclusive, of this
definition.

    


    “Change of Control”
means (a) any Person or two or more Persons acting in concert shall have
acquired “beneficial ownership” (within the meaning provided in Rule 13d-3
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934), directly or indirectly, of, or shall have acquired by
contract or otherwise, or shall have entered into a contract or arrangement
that, upon consummation, will result in its or their acquisition of, or control
over, Voting Stock of the Borrower (or other securities convertible into such
Voting Stock) representing 25% or more of the combined voting power of all
Voting Stock of the Borrower, (b) Continuing Directors shall cease for any
reason to constitute a majority of the members of the board of directors of the
Borrower then in office, (c) the sale, lease, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the assets of the
Borrower and its Subsidiaries taken as a whole to any “person” (as such term is
used in Sections
13(d) and 14(d) of the
Securities Exchange Act of 1934) or (d) the adoption by the stockholders of the
Borrower of a plan or proposal for the liquidation or dissolution of the
Borrower.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    “Closing Date” means
the date hereof.

    


    “Code” means the
Internal Revenue Code of 1986, as amended, and any successor statute thereto, as
interpreted by the rules and regulations issued thereunder, in each case as in
effect from time to time.  References to sections of the Code shall be
construed also to refer to any successor sections.

    


    “Commitment” means, as
to each Lender, the commitment of such Lender to make a portion of the Term Loan
hereunder.

    


    “Consolidated Assets”
means, at any time, the amount representing the assets of the Borrower and the
Subsidiaries that would appear on a consolidated balance sheet of the Borrower
and its Subsidiaries at such time prepared in accordance with GAAP.

    


    “Consolidated EBITDA”
means, for any period, (a) Consolidated Net Income for such period plus (b) the
sum of the following to the extent deducted in calculating Consolidated Net
Income:  (i) Consolidated Interest Expense for such period,
(ii) the provision for Federal, state, local and foreign income taxes
payable by the Borrower and its Subsidiaries for such period,
(iii) depreciation and amortization expense for such period and
(iv) other non-recurring expenses of the Borrower and its Subsidiaries
reducing such Consolidated Net Income which do not represent a cash item in such
period or any future period and minus (c) the
following to the extent included in calculating such Consolidated Net Income:
(i) Federal, state, local and foreign income tax credits of the Borrower
and its Subsidiaries for such period and (ii) all non-cash items increasing
Consolidated Net Income for such period.

    


    “Consolidated Funded
Debt” means, as of any date of determination, Funded Debt of the Borrower
and its Subsidiaries on a consolidated basis.

    


    “Consolidated Interest
Expense” means, for any period, all Interest Expense (excluding
amortization of debt discount and premium, but including the interest component
under Capital Leases) for such period of the Borrower and its Subsidiaries on a
consolidated basis.

    


    “Consolidated Net
Income” means, for any period, for the Borrower and its Subsidiaries on a
consolidated basis, the net income of the Borrower and its Subsidiaries
(excluding extraordinary gains but including extraordinary losses) for that
period.

    


    “Consolidated Net Tangible
Assets” means, at any time, the amount representing the assets of the
Borrower and the Subsidiaries that would appear on a consolidated balance sheet
of the Borrower and its Subsidiaries at such time prepared in accordance with
GAAP, less (a) all current liabilities and minority interests and (b) goodwill
and other intangibles.

    


    “Continuing Directors”
means, during any period of up to 12 consecutive months commencing after
the Closing Date, individuals who at the beginning of such 12 month period
were directors of the Borrower (together with any new director whose election by
the Borrower’s board of directors or whose nomination for election by the
Borrower’s shareholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of
such period or whose election or nomination for election was previously so
approved).


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    “Credit Documents”
means a collective reference to this Credit Agreement, the Notes, the any
Joinder Agreement and all other related agreements and documents issued or
delivered hereunder or thereunder or pursuant hereto or thereto (excluding,
however, any Hedging Agreement).

    


    “Credit Party” means
any of the Borrower or the Guarantors.

    


    “Credit Party
Obligations” means, without duplication, (a) all of the obligations of
the Credit Parties to the Lenders and the Administrative Agent, whenever
arising, under this Credit Agreement or any of the other Credit Documents
(including, but not limited to, any interest accruing after the occurrence of a
filing of a petition of bankruptcy under the Bankruptcy Code with respect to any
Credit Party, regardless of whether such interest is an allowed claim under the
Bankruptcy Code) and (b) all liabilities and obligations, whenever arising,
owing from any Credit Party or any of its Subsidiaries to any Hedging Agreement
Provider arising under any Hedging Agreement permitted pursuant to Section 6.1(e).

    


    “Default” means any
event, act or condition which with notice or lapse of time, or both, would
constitute an Event of Default.

    


    “Defaulting Lender”
means, at any time, any Lender that, at such time, (a) has failed to make a Term
Loan required pursuant to the terms of this Credit Agreement, (b) has failed to
pay to the Administrative Agent or any Lender an amount owed by such Lender
pursuant to the terms of the Credit Agreement or any other of the Credit
Documents, or (c) has been deemed insolvent or has become subject to a
bankruptcy or insolvency proceeding or to a receiver, trustee or similar
proceeding.

    


    “Dollars” and “$” means dollars in
lawful currency of the United States of America.

    


    “Domestic Lending
Office” means, initially, the office of each Lender designated as such
Lender’s Domestic Lending Office shown in such Lender’s Administrative Details
Form; and thereafter, such other office of such Lender as such Lender may from
time to time specify to the Administrative Agent and the Borrower as the office
of such Lender at which Alternate Base Rate Loans of such Lender are to be
made.

    


    “Domestic Subsidiary”
means any Subsidiary that is organized and existing under the laws of the United
States or any state or commonwealth thereof or under the laws of the District of
Columbia.

    


    


    “Effective Date” has
the meaning set forth in each Assignment and Assumption.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    “Engagement Letter”
means the letter agreement dated May 13, 2008, addressed to the Borrower, from
Wachovia Bank, National Association, and Wachovia Capital Markets, LLC, as
amended, modified, extended, restated, replaced or supplemented from time to
time.

    


    “Environmental Laws”
means any and all applicable foreign, federal, state, local or municipal laws,
rules, orders, regulations, statutes, ordinances, codes, decrees, requirements
of any Governmental Authority regulating, relating to or imposing liability or
standards of conduct concerning protection of human health or the environment,
as now or may at any time be in effect during the term of this Credit
Agreement.

    


    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended, and any successor
statute thereto, as interpreted by the rules and regulations thereunder, all as
the same may be in effect from time to time.  References to sections
of ERISA shall be construed also to refer to any successor
sections.

     

    “ERISA Affiliate”
means an entity which is under common control with any Credit Party within the
meaning of Section 4001(a)(14) of ERISA, or is a member of a group which
includes any Credit Party and which is treated as a single employer under
Sections 414(b) or (c) of the Code.

     

    “Eurodollar Reserve
Percentage” means for any day, (A) with respect to any LIBOR Rate Loan
with respect to which the Mandatory Cost Rate does not apply, the percentage
(expressed as a decimal and rounded upwards, if necessary, to the next higher
1/100th of 1%)
that is in effect for such day as prescribed by the Federal Reserve Board (or
any successor) for determining the maximum reserve requirement (including
without limitation any basic, supplemental or emergency reserves) in respect of
Eurocurrency liabilities, as defined in Regulation D of such Board as in effect
from time to time, or any similar category of liabilities for a member bank of
the Federal Reserve System in New York City and (B) with respect to any LIBOR
Rate Loan with respect to which the Mandatory Cost Rate does apply, zero
(0).

    


    “Event of Default”
means such term as defined in Section
7.1.

    


    “Existing Facilities”
means the facilities under that certain credit agreement dated January 28, 2005
among the Borrower, the lenders party thereto and Wachovia Bank, National
Association, as administrative agent, as amended, modified, extended, replaced
or supplemented from time to time.

    


    “Federal Funds Rate”
means, for any day, the rate of interest per annum (rounded upwards, if
necessary, to the nearest whole multiple of 1/100 of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System of the United States arranged by Federal funds brokers on
such day, as published by the Federal Reserve Bank of New York on the Business
Day next succeeding such day, provided that (a) if
such day is not a Business Day, the Federal Funds Rate for such day shall be
such rate on such transactions on the next preceding Business Day and (b) if no
such rate is so published on such next preceding Business Day, the Federal Funds
Rate for such day shall be the average rate quoted to the Administrative Agent
on such day on such transactions as reasonably determined by the Administrative
Agent.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    “Fees” means all fees
payable pursuant to Section
2.5.

    


    “Funded Debt” means,
with respect to any Person, without duplication, (a) all obligations of such
Person for borrowed money, (b) all obligations of such Person evidenced by
bonds, debentures, notes or similar instruments, or upon which interest payments
are customarily made, (c) all obligations of such Person under conditional
sale or other title retention agreements relating to property purchased by such
Person (other than customary reservations or retentions of title under
agreements with suppliers entered into in the ordinary course of business), (d)
all obligations of such Person incurred, issued or assumed as the deferred
purchase price of property or services purchased by such Person (other than
trade debt and other accrued liabilities incurred in the ordinary course of
business that are not overdue by more than 90 days unless being contested
in good faith) that would appear as liabilities on a balance sheet of such
Person which purchase price is (i) due more than six months from the date of
incurrence of the obligation in respect thereof or (ii) evidenced by a note or a
similar written instrument, (e) the principal portion of all obligations of
such Person under Capital Leases, (f) all obligations of such Person under
Hedging Agreements to the extent required to be accounted for as a liability
under GAAP, excluding any portion thereof which would be accounted for as
interest expense under GAAP, (g) the maximum amount of all letters of credit
issued or bankers’ acceptances facilities created for the account of such Person
and, without duplication, all drafts drawn thereunder (to the extent
unreimbursed) other than (i) commercial letters of credit, bankers
acceptances, or the functional equivalent thereof issued to support payment
obligations in connection with trade payables incurred in the ordinary course of
business, and (ii) standby letters of credit having an aggregate stated
amount of up to $25,000,000, (h) all preferred Capital Stock or other
equity interests issued by such Person and which by the terms thereof could be
(at the request of the holders thereof or otherwise) subject to mandatory
sinking fund payments prior to the date six months after the Maturity Date,
redemption prior to the date six months after the Maturity Date or other
acceleration, (i) the principal balance outstanding under any synthetic
lease, tax retention operating lease, off-balance sheet loan or similar
off-balance sheet financing product, (j) all Indebtedness of others of the type
described in clauses (a) through (i) hereof secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be
secured by) any Lien on, or payable out of the proceeds of production from,
property owned or acquired by such Person, whether or not the obligations
secured thereby have been assumed; provided that so long
as such Indebtedness is non-recourse to such Person, only the portion of such
obligations which is secured shall constitute Indebtedness hereunder,
(k) all Guaranty Obligations of such Person with respect to Indebtedness of
another Person of the type described in clauses (a) through (i) hereof, and (l)
all Indebtedness of the type described in clauses (a) through (i) hereof of any
partnership or unincorporated joint venture in which such Person is a general
partner or a joint venturer.

    


    “GAAP” means generally
accepted accounting principles in the United States applied on a consistent
basis and subject to the terms of Section 1.3
hereof.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    “Governmental
Authority” means any nation or government, any state or other political
subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to
government.

    


    “Guarantors” means (a)
any of the Subsidiaries identified as a “Guarantor” on the signature pages
hereto and (b) any Person which executes a Joinder Agreement, together with
their successors and permitted assigns.

    


    “Guaranty” means the
guaranty of the Guarantors set forth in Section
9.

    


    “Guaranty Obligations”
means, with respect to any Person, without duplication, any obligations of such
Person (other than endorsements in the ordinary course of business of negotiable
instruments for deposit or collection) guaranteeing or intended to guarantee any
Indebtedness of any other Person in any manner, whether direct or indirect, and
including without limitation any obligation, whether or not contingent, (a) to
purchase any such Indebtedness or any property constituting security therefore,
(b) to advance or provide funds or other support for the payment or purchase of
any such Indebtedness or to maintain working capital, solvency or other balance
sheet condition of such other Person (including without limitation keep well
agreements, maintenance agreements, comfort letters or similar agreements or
arrangements) for the benefit of any holder of Indebtedness of such other
Person, (c) to lease or purchase Property, securities or services primarily for
the purpose of assuring the holder of such Indebtedness of the payment or
performance thereof, or (d) to otherwise assure or hold harmless the holder
of such Indebtedness against loss in respect thereof.  The amount of
any Guaranty Obligation shall (subject to any limitations set forth therein) be
deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guaranty
Obligation is made or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof.

    


    “Hedging Agreement
Provider” means any Person that enters into a Hedging Agreement with a
Credit Party or any of its Subsidiaries that is permitted by Section 6.1(e) to the
extent such Person is a (a) Lender, (b) an Affiliate of a Lender or (c) any
other Person that was a Lender (or an Affiliate of a Lender) at the time it
entered into the Hedging Agreement but has ceased to be a Lender (or whose
Affiliate has ceased to be a Lender) under the Credit Agreement.

    


    “Hedging Agreements”
means, with respect to any Person, any agreement entered into to protect such
Person against fluctuations in interest rates, or currency or raw materials
values, including, without limitation, any interest rate swap, cap or collar
agreement or similar arrangement between such Person and one or more
counterparties, any foreign currency exchange agreement, currency protection
agreements, commodity purchase or option agreements or other interest or
exchange rate or commodity price hedging agreements.

    


    “Indebtedness” means,
with respect to any Person, without duplication, (a) all obligations of such
Person for borrowed money, (b) all obligations of such Person evidenced by
bonds, debentures, notes or similar instruments, or upon which interest payments
are customarily made, (c) all obligations of such Person under conditional
sale or other title retention agreements relating to property purchased by such
Person (other than customary reservations or retentions of title under
agreements with suppliers entered into in the ordinary course of business), (d)
all obligations of such Person incurred, issued or assumed as the deferred
purchase price of property or services purchased by such Person (other than
trade debt and other accrued liabilities incurred in the ordinary course of
business that are not overdue by more than 90 days unless being contested
in good faith) that would appear as liabilities on a balance sheet of such
Person which purchase price is (i) due more than six months from the date of
incurrence of the obligation in respect thereof or (ii) evidenced by a note or a
similar written instrument, (e) all obligations of such Person under take-or-pay
or similar arrangements or under commodities agreements, (f) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on, or payable out of
the proceeds of production from, property owned or acquired by such Person,
whether or not the obligations secured thereby have been assumed; provided that so long
as such Indebtedness is non-recourse to such Person, only the portion of such
obligations which is secured shall constitute Indebtedness hereunder, (g) all
Guaranty Obligations of such Person with respect to Indebtedness of another
Person, (h) the principal portion of all obligations of such Person under
Capital Leases plus any accrued interest thereon, (i) all obligations of such
Person under Hedging Agreements to the extent required to be accounted for as a
liability under GAAP, excluding any portion thereof which would be accounted for
as interest expense under GAAP, (j) the maximum amount of all letters of credit
issued or bankers’ acceptances facilities created for the account of such Person
and, without duplication, all drafts drawn thereunder (to the extent
unreimbursed) other than commercial letters of credit, bankers acceptances, or
the functional equivalent thereof issued to support payment obligations in
connection with trade payables incurred in the ordinary course of business, (k)
all preferred Capital Stock or other equity interest issued by such Person and
which by the terms thereof could be (at the request of the holders thereof or
otherwise) subject to mandatory sinking fund payments prior to the date six
months after the Maturity Date, redemption prior to the date six months after
the Maturity Date or other acceleration, (l) the principal balance outstanding
under any synthetic lease, tax retention operating lease, off-balance sheet loan
or similar off-balance sheet financing product plus any accrued interest
thereon, and (m) the Indebtedness of any partnership or unincorporated joint
venture in which such Person is a general partner or a joint
venturer.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    “Insolvency” means,
with respect to any Multiemployer Plan, the condition that such Plan is
insolvent within the meaning of such term as used in Section 4245 of
ERISA.

    


    “Intangibles” means
all assets which would be shown as intangible assets on a balance sheet prepared
in accordance with GAAP.

    


    “Interest Coverage
Ratio” means, as of any date of determination, the ratio of (i)
Consolidated EBITDA for the period of the four prior fiscal quarters ending on
such date to (ii) Consolidated Interest Expense paid or payable in cash during
such period.

    


    “Interest Expense”
means, with respect to any Person for any period, the sum of the amount of
interest paid or accrued in respect of such period.

    


    “Interest Payment
Date” means (a) as to any Alternate Base Rate Loan, the last day of
each March, June, September and December and on the Maturity Date, (b) as
to any LIBOR Rate Loan having an Interest Period of three months or less, the
last day of such Interest Period, and (c) as to any LIBOR Rate Loan having
an Interest Period longer than three months, each day which is three months
after the first day of such Interest Period and the last day of such Interest
Period.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    “Interest Period”
means, as to any LIBOR Rate Loan, a period of one, two, three or six months
duration, as the Borrower may elect, commencing in each case, on the date of the
borrowing (including conversions, extensions and renewals); provided, however, (i) if any
Interest Period pertaining to a LIBOR Rate Loan would otherwise end on a day
that is not a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless the result of such extension would be to carry
such Interest Period into another calendar month in which event such Interest
Period shall end on the immediately preceding Business Day, (ii) any Interest
Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the calendar month at the end of such Interest Period) shall end on the last
Business Day of the relevant calendar month, (iii) any Interest Period in
respect of any Term Loan that would otherwise extend beyond the Maturity Date is
due on the Maturity Date and (iv) no more than four (4)  LIBOR Rate
Loans may be in effect at any time.  For purposes hereof, LIBOR Rate
Loans with different Interest Periods shall be considered as separate LIBOR Rate
Loans, even if they shall begin on the same date and have the same duration,
although borrowings, extensions and conversions may, in accordance with the
provisions hereof, be combined at the end of existing Interest Periods to
constitute a new LIBOR Rate Loan with a single Interest Period.

    


    “Investment” has the
meaning set forth in Section
6.5.

    


    “Joinder Agreement”
means a Joinder Agreement in substantially the form of Schedule 5.8,
executed and delivered by each Person required to become a Guarantor in
accordance with the provisions of Section
5.8.

    


    “Lead Arranger” means
Wachovia Capital Markets, LLC, together with its successors and
assigns.

    


    “Lenders” means each
of the Persons identified as a “Lender” on the signature pages hereto, and their
respective successors and assigns.

    


    “Leverage Ratio”
means, as of any date of determination, the ratio of (a) Consolidated Funded
Debt as of such date to (b) Consolidated EBITDA for the period of the four prior
fiscal quarters ending on such date.

    


    “LIBOR” shall mean,
for any LIBOR Rate Loan for any Interest Period therefor, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters
Screen LIBOR01 Page (or any successor page) as the London interbank offered rate
for deposits in Dollars at approximately 11:00 A.M. (London time) two (2)
Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period.  If for any reason such rate is
not available, then “LIBOR” shall mean the rate per annum at which, as
determined by the Administrative Agent in accordance with its customary
practices, Dollars in an amount comparable to the Term Loans then requested are
being offered to leading banks at approximately 11:00 A.M. London time, two
(2) Business Days prior to the commencement of the applicable Interest Period
for settlement in immediately available funds by leading banks in the London
interbank market for a period equal to the Interest Period
selected.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    “LIBOR Lending Office”
means, initially, the office of each Lender designated as such Lender’s LIBOR
Lending Office on such Lender’s Administrative Details Form; and thereafter,
such other office of such Lender as such Lender may from time to time specify to
the Administrative Agent and the Borrower as the office of such Lender at which
the LIBOR Rate Loans of such Lender are to be made.

    


    “LIBOR Rate” means a
rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%)
determined by the Administrative Agent pursuant to the following
formula:

    


    
      	
              LIBOR
      Rate =

            	
              LIBOR

            
	 
      	
              1.00
      - Eurodollar Reserve Percentage

            


    

    


    “LIBOR Rate Loan”
means any Term Loan bearing interest at a rate determined by reference to the
LIBOR Rate.

    


    “Lien” means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, security
interest, encumbrance, lien (statutory or otherwise), preference, priority or
charge of any kind (including any conditional sale or other title retention
agreement, any financing or similar statement or notice filed under the Uniform
Commercial Code as adopted and in effect in the relevant jurisdiction or other
similar recording or notice statute, and any lease in the nature
thereof).

    


    “Mandatory Cost Rate”
means, with respect to any period, a rate per annum determined in accordance
with Schedule
1.1B.

     

    “Material” means
material in relation to the business, operations, affairs, financial condition,
assets, or properties of the Borrower and its Subsidiaries taken as a
whole.

    


    “Material Adverse
Effect” means (a) a material adverse change in, or a material
adverse effect upon, the operations, business, properties, liabilities (actual
or contingent), or condition (financial or otherwise) of the Borrower and its
Subsidiaries taken as a whole; (b) a material impairment of the ability of
any Credit Party to perform its obligations under this Credit Agreement or any
Note to which it is a party; or (c) a material adverse effect upon the
legality, validity, binding effect or enforceability against any Credit Party of
this Credit Agreement or any Note to which it is a party.

    


    “Materials of Environmental
Concern” means any gasoline or petroleum (including crude oil or any
fraction thereof) or petroleum products or any hazardous or toxic substances,
materials, or wastes, defined or regulated as such in or under any Environmental
Law, including, without limitation, asbestos, polychlorinated biphenyls and
urea-formaldehyde insulation.

    


    “Maturity Date” means,
as to each Lender, the third anniversary of the Closing Date.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    “Moody’s” means
Moody’s Investors Service, Inc., or any successor or assignee of the business of
such company in the business of rating securities.

    


    “Multiemployer Plan”
means a Plan which is a multiemployer plan as defined in Section 4001(a)(3)
of ERISA.

    


    “Non-Guarantor
Subsidiaries” means those Domestic Subsidiaries of the Borrower that are
not Credit Parties hereunder.

    


    “Note Purchase
Agreement” means the Note Purchase Agreement, dated as of April 6, 2006,
by and among the Borrower and the purchasers party thereto, with respect to the
Senior Notes, in the initial aggregate principal amount of $150,000,000 and with
a maximum aggregate principal amount of $650,000,000, as each of the same now
exists or may hereafter be amended, modified, supplemented, extended, renewed,
restated or replaced.

    


    “Notice of
Extension/Conversion” means the written notice of extension or conversion
in substantially the form of Schedule 2.3, as
required by Section
2.3.

    


    “OFAC” shall mean the
U.S. Department of the Treasury’s Office of Foreign Assets Control.

    


    “Outstanding Amount”
means, as of any date of determination, the aggregate outstanding principal
amount of the Term Loans after giving effect to any prepayments or repayments of
the Term Loans.

    


    “Participant” has the
meaning set forth in Section
10.6(b).

    


    “Patriot Act” has the
meaning set forth in Section
8.10.

    


    “PBGC” means the
Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title
IV of ERISA.

    


    “Permitted
Acquisition” means any acquisition or any series of related acquisitions
by the Borrower or any of its Subsidiaries of substantially all of the assets or
a majority of the Voting Stock of a Person, or any division, line of business or
other business unit of a Person (such Person or such division, line of business
or other business unit of such Person referred to herein as the “Target”), in each
case that is a type of business (or assets used in a type of business) permitted
to be engaged in by the Credit Parties and their Subsidiaries pursuant to Section 6.3 hereof,
so long as (a) no Default or Event of Default shall then exist or would
exist after giving effect thereto, (b) the Credit Parties will be in
compliance on a Pro Forma Basis with all of the terms and provisions of the
financial covenants set forth in Section 5.9 after
giving effect to such acquisition, (c) the Target executes a Joinder
Agreement in accordance with, if required by, the terms of Section 5.8,
(d) immediately after giving effect to such acquisition, there shall be at
least $25,000,000 of borrowing availability under the Existing Facilities and (e) if the
purchase price for such acquisition is in excess of $50,000,000, such
acquisition (i) is not a “hostile” acquisition and has been approved by the
board of directors and/or shareholders of Target and (ii) the Borrower delivers
a certificate with respect to such acquisition in accordance with Section
5.2(e).


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    “Permitted
Investments” has the meaning set forth in Section
6.5.

    


    “Permitted Liens”
means:

    


    (a)    Liens
created by or otherwise existing, under or in connection with this Credit
Agreement or the other Credit Documents in favor of the Lenders;

    


    (b)   
purchase money Liens securing purchase money indebtedness and Liens arising in
connection with Capital Leases, to the extent each is permitted under Section 6.1(d);

    


    (c)    Liens
for taxes, assessments, charges or other governmental levies not yet due or as
to which the period of grace, if any, related thereto has not expired or which
are being contested in good faith by appropriate proceedings diligently pursued,
provided that
adequate reserves with respect thereto are maintained on the books of the
Borrower or its Subsidiaries, as the case may be, in conformity with GAAP (or,
in the case of Subsidiaries with significant operations outside of the United
States of America, generally accepted accounting principles in effect from time
to time in their respective jurisdictions of incorporation);

    


    (d)    carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business which are not overdue for a period of
more than sixty (60) days or which are being contested in good faith by
appropriate proceedings diligently pursued, provided that (i) any
proceedings commenced for the enforcement of such Liens and encumbrances shall
have been duly suspended and (ii) adequate reserves with respect thereto are
maintained on the books of the Borrower or its Subsidiaries, as the case may be,
in conformity with GAAP (or, in the case of Subsidiaries with significant
operations outside of the United States of America, generally accepted
accounting principles in effect from time to time in their respective
jurisdictions of incorporation);

    


    (e)    pledges
or deposits in connection with workers’ compensation, unemployment insurance and
other social security legislation and deposits securing liability to insurance
carriers under insurance or self-insurance arrangements;

    


    (f)     Liens
to secure the performance of bids, trade contracts (other than for borrowed
money), leases, statutory obligations, surety and appeal bonds, performance
bonds and other obligations of a like nature incurred in the ordinary course of
business;

    


    (g)    Liens
existing on the Closing Date and set forth on Schedule 6.2;
provided that no such Lien shall at any time be extended to cover property or
assets other than the property or assets subject thereto on the Closing Date
(other than improvements thereto or, if required by the terms of the document or
instrument creating or governing such Lien as in effect on the Closing Date,
additions thereto and replacements and substitutions therefor);


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    (h)    any
Lien existing on any asset or assets of any Person at the time such Person
becomes a Subsidiary and not created in contemplation of such event, any Lien on
any specific tangible asset or assets of any Person existing at the time such
Person is merged or consolidated with or into the Borrower or a Subsidiary, and
any Lien existing on any asset or assets prior to the acquisition thereof by the
Borrower or any Subsidiary and not created in contemplation of such acquisition;
provided that
in the case of any Lien permitted under this clause, any such Lien does not by
its terms cover any such assets after the time the Borrower directly or
indirectly acquires such assets that were not covered immediately prior thereto,
and any such Lien does not by its terms secure any Indebtedness other than
Indebtedness existing immediately prior to the time of acquisition of such
assets;

    


    (i)    
Liens arising in the ordinary course of the Borrower's or any Subsidiary's
business that (i) do not secure Indebtedness and (ii) do not in the aggregate
materially detract from the value of its assets or materially impair the use
thereof in the operation of its business;

    


    (j)     Liens
at any time of or resulting from any judgment or award, the time for the appeal
or petition for rehearing of which shall not have expired, or in respect of
which Borrower or a Subsidiary shall at any time in good faith be prosecuting an
appeal or proceeding for a review and in respect of which a stay of execution
pending such appeal or proceeding for review shall have been
secured;

    


    (k)    minor
survey exceptions or minor encumbrances, easements or reservations, or rights of
others for rights-of-way, utilities and other similar purposes, or zoning or
other restrictions as to the use of real properties, which customarily exist on
properties of corporations engaged in similar activities and similarly situated
and which do not in any event materially impair their use in the operation of
the business of Borrower and the Subsidiaries;

    


    (l)     (i)
Liens in favor of a Credit Party securing Indebtedness of another Credit Party
or a Non-Guarantor Subsidiary, and (ii) Liens in favor of a Non-Guarantor
Subsidiary securing indebtedness of another Non-Guarantor
Subsidiary;

    


    (m)   customary
rights of setoff, revocation, refund or chargeback under deposit agreements or
under applicable law, of banks or other financial institutions where the
Borrower or its Subsidiaries maintain deposits in the ordinary course of
business;

    


    (n)    any
extension, renewal or replacement (or successive extensions, renewals or
replacements), in whole or in part, of any Lien referred to in the foregoing
clauses; provided that such
extension, renewal or replacement Lien shall be limited to all or a part of the
property which secured the Lien so extended, renewed or replaced (plus
improvements on such property);


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    (o)    Liens
created by or otherwise existing, under or in connection with the Existing
Facilities so long as the Credit Party Obligations are equally and ratably
secured with such Liens; and

    


    (p)    other
Liens in addition to those permitted by the foregoing clauses securing
Indebtedness in an aggregate amount not to exceed 15% of Consolidated Net Tangible Assets
determined at such time.

    


    “Person” means any
individual, partnership, joint venture, firm, corporation, limited liability
company, association, trust or other enterprise (whether or not incorporated) or
any Governmental Authority.

    


    “Plan” means any
employee benefit plan (as defined in Section 3(3) of ERISA) which is covered by
ERISA and with respect to which any Credit Party or any ERISA Affiliate is (or,
if such plan were terminated at such time, would under Section 4069 of ERISA be
deemed to be) an “employer” as defined in Section 3(5) of
ERISA.

    


    “Prime Rate” means the
rate of interest per annum publicly announced from time to time by Wachovia as
its prime commercial lending rate in effect at its principal office in
Charlotte, North Carolina, with each change in the Prime Rate being effective on
the date such change is publicly announced as effective (it being understood and
agreed that the Prime Rate is a reference rate used by the Administrative Agent
in determining interest rates on certain loans and is not intended to be the
lowest rate of interest charged on any extension of credit by the Administrative
Agent to any debtor).

    


    “Pro Forma Basis”
means, with respect to any transaction, that such transaction shall be deemed to
have occurred as of the first day of the twelve-month period ending as of the
most recent quarter end preceding the date of such transaction.

    


    “Properties” has the
meaning given to such term in Section
3.13(a).

    


    “Property” means any
interest in any kind of property or asset, whether real, personal or mixed, or
tangible or intangible.

    


    “Purchasing Lenders”
has the meaning set forth in Section
10.6(c).

    


    “Recovery Event” means
the receipt by the Borrower or any of its Subsidiaries of any cash insurance
proceeds or condemnation award payable by reason of theft, loss, physical
destruction or damage, taking or similar event with respect to any of their
respective property or assets.

    


    “Register” has the
meaning set forth in Section
10.6(d).


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    “Regulation T, U, or
X” means Regulation T, U or X, respectively, of the Board of Governors of
the Federal Reserve System as from time to time in effect and any successor to
all or a portion thereof.

    


    “Reorganization”
means, with respect to any Multiemployer Plan, the condition that such Plan is
in reorganization within the meaning of such term as used in Section 4241 of
ERISA.

    


    “Related Fund” means,
with respect to any Lender, any fund or trust or entity that invests in
commercial bank loans in the ordinary course of business and is advised or
managed by (a) such Lender, (b) an Affiliate of such Lender, (c) any other
Lender or any Affiliate thereof or (d) the same investment advisor as any Person
described in clauses (a) through (c).

    


    “Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA, other than those
events as to which the thirty-day notice period is waived under PBGC Reg.
§4043.

    


    “Required Lenders”
means, at any time, Lenders having more than fifty percent (50%) of the
Outstanding Amount; provided that the
portion of the Outstanding Amount held or deemed held by a Defaulting Lender
shall be excluded for purposes hereof in making a determination of Required
Lenders.

    


    “Requirement of Law”
means, as to any Person, the certificate of incorporation and by-laws or other
organizational or governing documents of such Person, and any law, treaty, rule
or regulation or determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or as to which
such Person or any of its material property is subject.

    


    “Responsible Officer”
means any of the Chief Executive Officer, Chief Financial Officer, the
Treasurer, the Controller or any Vice President of the
Borrower.

    


    “Restricted Payment”
means (a) any dividend or other distribution, direct or indirect, on account of
any shares of any class of Capital Stock of the Borrower or any of its
Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement,
sinking fund or similar payment, purchase or other acquisition for value, direct
or indirect, of any shares of any class of Capital Stock of the Borrower or any
of its Subsidiaries, now or hereafter outstanding, (c) any payment made to
retire, or to obtain the surrender of, any outstanding warrants, options or
other rights to acquire shares of any class of Capital Stock of the Borrower or
any of its Subsidiaries, now or hereafter outstanding, or (d) any payment or
prepayment of principal of, premium, if any, or interest on, redemption,
purchase, retirement, defeasance, sinking fund or similar payment with respect
to, any Subordinated Indebtedness; provided, however, earnout and
other contingent payments owing or paid with respect to Permitted Acquisitions
or acquisitions entered into prior to the date of this Agreement shall not be
considered Restricted Payments.

    


    “Sanctioned Entity”
means (a) a country or a government of a country, (b) an agency of the
government of a country, (c) an organization directly or indirectly
controlled by a country or its government, or (d) a person or entity
resident in or determined to be resident in a country, that is subject to a
country sanctions program administered and enforced by OFAC.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     

    “Sanctioned Person”
means a person named on the list of Specially Designated Nationals maintained by
OFAC.

    


    “Security” means
“security” as defined in Section 2(1) of the Securities Act of 1933, as
amended.

    


    “Senior Notes” means
(a) the Borrower’s 5.54% Series 2006-A Senior Notes due April 6, 2016 and (b)
any additional series of senior notes of the Borrower, in each case issued
pursuant to the Note Purchase Agreement (or a supplement thereto) and with a
maximum aggregate principal amount of $650,000,000.

    


    “S&P” means
Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., or any
successor or assignee of the business of such division in the business of rating
securities.

    


    “Significant
Subsidiary” shall have the meaning set forth in Section
7.1(e).

    


    “Single Employer Plan”
means any Plan covered by title IV of ERISA which is not a Multiemployer
Plan.

    


    “Subordinated
Indebtedness” means any Indebtedness (including, without limitation, any
intercompany loans) incurred by any Credit Party that is specifically
subordinated in right of payment to the prior payment of the Credit Party
Obligations on terms acceptable to the Administrative Agent and the
Lenders.

    


    “Subsidiary” means, as
to any Person, a corporation, partnership, limited liability company or other
entity of which shares of stock or other ownership interests having ordinary
voting power to elect a majority of the directors or other managers of such
corporation, partnership, limited liability company or other entity
(irrespective of whether or not at the time, any class or classes of such
corporation shall have or might have voting power by reason of the happening of
any contingency) are at the time owned by such Person directly or indirectly
through Subsidiaries.  Unless otherwise identified, “Subsidiary” or
“Subsidiaries” means Subsidiaries of the Borrower.

    


    “Target” has the
meaning set forth in the definition of Permitted Acquisition.

    


    “Taxes” has the
meaning set forth in Section
2.13.

    


    “Term Loan” or “Term Loans” has the
meaning set forth in Section
2.1(a).

    


    “Term Loan Note” or
“Term Loan
Notes” means the promissory notes of the Borrower (if any) in favor of
any of the Lenders evidencing the portion of the Term Loan provided by any such
Lender pursuant to Section 2.1(a), in
substantially the form attached as Schedule 2.1(d), as
such promissory notes may be amended, modified, supplemented, extended, renewed
or replaced from time to time.


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    “Type” means, as to
any Term Loan, its nature as an Alternate Base Rate Loan or LIBOR Rate Loan, as
the case may be.

    


    “Voting Stock” means,
with respect to any Person, Capital Stock issued by such Person the holders of
which are ordinarily, in the absence of contingencies, entitled to vote for the
election of directors (or persons performing similar functions) of such Person,
even though the right so to vote has been suspended by the happening of such a
contingency.

    


    “Wachovia” means
Wachovia Bank, National Association and its successors.

    


    “Wholly-Owned
Subsidiary” means, at any time, any Subsidiary of which all of the equity
interests (except directors’ qualifying shares or shares aggregating less than
1% of the outstanding shares of such Subsidiary which are owned by individuals)
and voting interests are owned by any one or more of the Borrower and the
Borrower’s other Wholly-Owned Subsidiaries at such time.

    


    1.2            Computation of Time Periods,
Etc.

    


    All time
references in this Credit Agreement and the other Credit Documents shall be to
Charlotte, North Carolina time unless otherwise indicated.  For
purposes of computation of periods of time hereunder, the word “from” means
“from and including” and the words “to” and “until” each mean “to but
excluding.”

    


    1.3            Accounting
Terms.

    


    Except as
otherwise expressly provided herein, all accounting terms used herein shall be
interpreted, and all financial statements and certificates and reports as to
financial matters required to be delivered to the Lenders hereunder shall be
prepared, in accordance with GAAP applied on a consistent basis.  All
calculations made for the purposes of determining compliance with this Credit
Agreement (including, without limitation, calculation of the financial covenants
set forth in Section
5.9) shall (except as otherwise expressly provided herein) be made by
application of GAAP applied on a basis consistent with the most recent annual or
quarterly financial statements delivered pursuant to Section 5.1 hereof
(or, prior to the delivery of the first financial statements pursuant to Section 5.1,
consistent with the annual audited financial statements referenced in Section 3.1); provided, however, if (a) the
Borrower shall object to determining such compliance on such basis at the time
of delivery of such financial statements due to any change in GAAP or the rules
promulgated with respect thereto or (b) the Administrative Agent or the Required
Lenders shall so object in writing within 30 days after delivery of such
financial statements, then such calculations shall be made on a basis consistent
with the most recent financial statements delivered by the Borrower to the
Lenders as to which no such objection shall have been made.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    SECTION
2

    CREDIT
FACILITY

    


    2.1           Term
Loan.

    


    (a)           Term
Loan.  Subject to the terms and conditions hereof and in
reliance upon the representations and warranties set forth herein, each Lender
severally, but not jointly, agrees to make available to the Borrower (through
the Administrative Agent) on the Closing Date such Lender’s portion of a term
loan (in the amount of its Commitment) in the aggregate principal amount of
FIFTY MILLION DOLLARS ($50,000,000) (the “Term Loan”) for the
purposes hereinafter set forth.  Upon receipt by the Administrative
Agent of the proceeds of the Term Loan, such proceeds will then be made
available to Borrower by the Administrative Agent by crediting the account of
Borrower on the books of the office of the Administrative Agent specified in
Section 10.2,
or at such other office as the Administrative Agent may designate in writing,
with the aggregate of such proceeds made available to the Administrative Agent
by the Lenders and in like funds as received by the Administrative Agent (or by
crediting such other account(s) as directed by Borrower).  The Term
Loan may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a
combination thereof, as the Borrower may request; provided, however, that the
Term Loans made on the Closing Date may only consist of Alternate Base Rate
Loans unless the Borrower delivers a funding indemnity letter, substantially in
the form of Schedule
2.1(a), reasonably acceptable to the Administrative Agent not less than
three (3) Business Days prior to the Closing Date.  LIBOR Rate Loans
shall be made by each Lender at its LIBOR Lending Office and Alternate Base Rate
Loans at its Domestic Lending Office.  Amounts repaid or prepaid on
the Term Loan may not be reborrowed.

    


    (b)           Repayment of Term
Loan.  The principal amount of the Term Loan shall be repaid in
twelve (12) consecutive quarterly installments as follows, with the balance due
on the Maturity Date, unless accelerated sooner pursuant to Section
7.2:

    


    
      	
              Principal
      Amortization Payment Dates

            	
              Term
      Loan Principal Amortization Payment

            
	
              September
      30, 2008

            	
              $1,250,000

            
	
              December
      31, 2008

            	
              $1,250,000

            
	
              March
      31, 2009

            	
              $1,250,000

            
	
              June
      30, 2009

            	
              $1,250,000

            
	
              September
      30, 2009

            	
              $1,250,000

            
	
              December
      31, 2009

            	
              $1,250,000

            
	
              March
      31, 2010

            	
              $1,250,000

            
	
              June
      30, 2010

            	
              $1,250,000

            
	
              September
      30, 2010

            	
              $1,250,000

            
	
              December
      30, 2010

            	
              $1,250,000

            
	
              March
      31, 2011

            	
              $1,250,000

            
	
              June
      30, 2011

            	
              $36,250,000
      or the remaining

              principal
      amount of the Term Loan

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


    (c)           Interest.  Subject
to the provisions of Section 2.2, the Term
Loan shall bear interest as follows:

    


    (i)        Alternate Base Rate
Loans.  During such periods as the Term Loans shall be
comprised in whole or in part of Alternate Base Rate Loans, each such Alternate
Base Rate Loan shall bear interest at a per annum rate equal to the Alternate
Base Rate plus
the Applicable Percentage; and

    


    (ii)       LIBOR Rate
Loans.  During such periods as the Term Loan shall be comprised
in whole or in part of LIBOR Rate Loans, each such LIBOR Rate Loan shall bear
interest at a per annum rate equal to the LIBOR Rate plus the Applicable
Percentage.

    


    Interest
on the Term Loan shall be payable in arrears on each applicable Interest Payment
Date (or at such other times as may be specified herein).

    


    (d)           Term Loan Notes; Covenant to
Pay.  The Borrower’s obligation to pay each Lender shall be
evidenced by this Agreement and, upon such Lender’s request, by a duly executed
promissory note of the Borrower to such Lender in substantially the form of
Schedule 2.1(d)
attached hereto.  The Borrower covenants and agrees to pay the Term
Loans in accordance with the terms of this Agreement and the Term Loan Note or
Term Loan Notes.

    


    2.2            Default
Rate.

    


    Upon the
occurrence, and during the continuance, of an Event of Default, the principal of
and, to the extent permitted by law, interest on the Term Loan and any other
amounts owing hereunder or under the other Credit Documents shall, upon the
election of the Required Lenders (except with respect to an Event of Default
occurring under Section 7.1(e), in
which case such interest rate increase shall be immediate) bear interest,
payable on demand, at a per annum rate 2% greater than the interest rate which
would otherwise be applicable (or if no rate is applicable, whether in respect
of interest, fees or other amounts, then 2% greater than the Alternate Base Rate
plus the
Applicable Percentage).

    


    2.3            Extension and
Conversion.

    


    The
Borrower shall have the option, on any Business Day, (i) to extend any LIBOR
Rate Loan into a subsequent permissible Interest Period, (ii) to convert
Alternate Base Rate Loans into LIBOR Rate Loans or (iii) to convert all or any
portion of a LIBOR Rate Loan into an Alternate Base Rate Loan; provided, however, that (a)
except as expressly provided otherwise in this Credit Agreement, LIBOR Rate
Loans may be converted into Alternate Base Rate Loans only on the last day of
the Interest Period applicable thereto, (b) LIBOR Rate Loans may be extended,
and Alternate Base Rate Loans may be converted into LIBOR Rate Loans, only if no
Default or Event of Default has occurred and is continuing and (c) Term Loans
extended as, or converted into, LIBOR Rate Loans shall be subject to the terms
of the definition of “Interest Period” set
forth in Section
1.1 and partial conversions shall be in an aggregate principal amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof.  Any
request for extension or conversion of a LIBOR Rate Loan which shall fail to
specify an Interest Period shall be deemed to be a request for an Interest
Period of one month.  Each such extension or conversion shall be
effected by the Borrower by giving a Notice of Extension/Conversion (or
telephone notice promptly confirmed in writing) to the Administrative Agent
prior to 11:00 A.M. on the Business Day of, in the case of the conversion
of a LIBOR Rate Loan into a Alternate Base Rate Loan, and on the third Business
Day prior to, in the case of the extension of a LIBOR Rate Loan as, or
conversion of a Alternate Base Rate Loan into, a LIBOR Rate Loan, the date of
the proposed extension or conversion, specifying (i) the date of the proposed
extension or conversion, (ii) the Term Loans to be so extended or converted,
(iii) the Types of Term Loans into which such Term Loans are to be converted and
(iv) if applicable, the applicable Interest Periods with respect
thereto.  Each request for extension or conversion shall be
irrevocable and shall constitute a representation and warranty by the Borrower
that no Default or Event of Default has occurred and is
continuing.  If the Borrower fails to request extension or conversion
of any LIBOR Rate Loan in accordance with this Section, or any such conversion
or extension is not permitted or required by this Section, then such LIBOR Rate
Loan shall be converted to an Alternate Base Rate Loan at the end of the
Interest Period applicable thereto.  The Administrative Agent shall
give each Lender notice as promptly as practicable of any such proposed
extension or conversion affecting any Term Loan.


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    2.4            Prepayments.

    


    (a)           Voluntary
Repayments.  Term Loans may be repaid in whole or in part
without premium or penalty; provided that (i)
LIBOR Rate Loans may be repaid only upon three (3) Business Days’ prior written
notice to the Administrative Agent, and Alternate Base Rate Loans may be repaid
only upon giving written notice to the Administrative Agent by 11 A.M. of the
day of such repayment, (ii) repayments of LIBOR Rate Loans must be accompanied
by payment of any amounts owing under Section 2.12, and
(iii) partial repayments of the LIBOR Rate Loans shall be in minimum
principal amount of $5,000,000, and in integral multiples of $1,000,000 in
excess thereof (or, if less, the remaining amount thereof) and partial
repayments of Alternate Base Rate Loans shall be in minimum principal amount of
$1,000,000, and in integral multiples of $500,000 in excess thereof (or, if
less, the remaining amount thereof).

    


    (b)           Application.  Unless
otherwise specified by the Borrower, prepayments made hereunder shall be applied
first to
Alternate Base Rate Loans, and second to LIBOR Rate Loans in direct order of
Interest Period maturities.

    


    (c)           Hedging Obligations
Unaffected.  Any repayment or prepayment made pursuant to this
Section 2.4
shall not affect the Borrower’s obligation to continue to make payments under
any Hedging Agreement with a Hedging Agreement Provider, which shall remain in
full force and effect notwithstanding such repayment or prepayment, subject to
the terms of such Hedging Agreement.

    


    2.5            Fees.

    


    (a)           Upfront
Fee.  The Borrower agrees to pay to the Administrative Agent,
for the ratable benefit of the Lenders, an upfront fee as described in the
Engagement Letter.


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    (b)           Administrative Agent’s
Fee.  The Borrower agrees to pay to the Administrative Agent
the annual administrative agent fee as described in the Engagement
Letter.

    


    (c)           Other
Fees.  The Borrower agrees to pay to the Administrative Agent
for its own account fees in the amounts and at the times specified in the
Engagement Letter.

    


    2.6           Computation of Interest and
Fees.

    


    (a)           Interest
payable hereunder with respect to Alternate Base Rate Loans based on the Prime
Rate shall be calculated on the basis of a year of 365 days (or 366 days, as
applicable) for the actual days elapsed.  All other fees, interest and
all other amounts payable hereunder shall be calculated on the basis of a
360 day year for the actual days elapsed.  The Administrative
Agent shall as soon as practicable notify the Borrower and the Lenders of each
determination of a LIBOR Rate on the Business Day of the determination
thereof.  Any change in the interest rate on a Term Loan resulting
from a change in the Alternate Base Rate shall become effective as of the
opening of business on the day on which such change in the Alternate Base Rate
shall become effective.  The Administrative Agent shall as soon as
practicable notify the Borrower and the Lenders of the effective date and the
amount of each such change.

    


    (b)           Each
determination of an interest rate by the Administrative Agent pursuant to any
provision of this Credit Agreement shall be conclusive and binding on the
Borrower and the Lenders in the absence of manifest error.  The
Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower a statement showing the computations used by the Administrative Agent
in determining any interest rate.

    


    2.7            Pro Rata Treatment and
Payments.

    


    (a)           The
borrowing of the Term Loan and any reductions thereof shall be made pro rata according to the
respective outstanding principal amount of the Term Loans held by each
Lender.  Each payment under this Credit Agreement or any Term Loan
Note shall be applied (i) first, to any Fees
then due and owing, (ii) second, to interest
then due and owing in respect of the Term Loan and (iii) third, to principal
then due and owing hereunder and under the Term Loan.  Each voluntary
repayment on account of principal of the Term Loan shall be applied in
accordance with Section
2.4.  All payments (including prepayments) to be made by the
Borrower on account of principal, interest and fees shall be made without
defense, set-off or counterclaim (except as provided in Section 2.13(b)) and
shall be made to the Administrative Agent for the account of the Lenders at the
Administrative Agent’s office specified in Section 10.2 in
immediately available funds and shall be made in Dollars not later than
1:00 P.M. on the date when due.  The Administrative Agent shall
distribute such payments to the Lenders entitled thereto promptly upon receipt
in like funds as received.  If any payment hereunder (other than
payments on the LIBOR Rate Loans) becomes due and payable on a day other than a
Business Day, such payment shall be extended to the next succeeding Business
Day, and, with respect to payments of principal, interest thereon shall be
payable at the then applicable rate during such extension.  If any
payment on a LIBOR Rate Loan becomes due and payable on a day other than a
Business Day, the maturity thereof shall be extended to the next succeeding
Business Day unless the result of such extension would be to extend such payment
into another calendar month, in which event such payment shall be made on the
immediately preceding Business Day.


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

    (b)           Allocation of Payments After
Event of Default.  Notwithstanding any other provision of this
Credit Agreement to the contrary, after the occurrence and during the
continuance of an Event of Default, all amounts collected or received by the
Administrative Agent or any Lender on account of the Credit Party Obligations or
any other amounts outstanding under any of the Credit Documents shall be paid
over or delivered as follows:

    


    FIRST, to
the payment of all reasonable out-of-pocket costs and expenses (including
without limitation reasonable attorneys’ fees) of the Administrative Agent in
connection with enforcing the rights of the Lenders under the Credit
Documents;

    


    SECOND,
to payment of any fees owed to the Administrative Agent;

    


    THIRD, to
the payment of all reasonable out-of-pocket costs and expenses (including
without limitation, reasonable attorneys’ fees) of each of the Lenders in
connection with enforcing its rights under the Credit Documents or otherwise
with respect to the Credit Party Obligations owing to such Lender;

    


    FOURTH,
to the payment of all of the Credit Party Obligations consisting of accrued fees
and interest (including, without limitation, accrued fees and interest arising
under any Hedging Agreement with a Hedging Agreement Provider;

    


    FIFTH, to
the payment of the outstanding principal amount of the Credit Party Obligations
(including with respect to any Hedging Agreement with a Hedging Agreement
Provider, any breakage, termination or other payments due under such Hedging
Agreement with a Hedging Agreement Provider and any
interest accrued thereon);

    


    SIXTH, to
all other Credit Party Obligations and other obligations which shall have become
due and payable under the Credit Documents or otherwise and not repaid pursuant
to clauses “FIRST” through “FIFTH” above; and

    


    SEVENTH,
to the payment of the surplus, if any, to whoever may be lawfully entitled to
receive such surplus.

    


    In
carrying out the foregoing, (i) amounts received shall be applied in the
numerical order provided until exhausted prior to application to the next
succeeding category and (ii) each of the Lenders and/or Hedging Agreement
Providers shall receive an amount equal to its pro rata share (based on the
proportion that the then outstanding Term Loans held by such Lender or the
outstanding obligations payable to such Hedging Agreement Provider bears to the
aggregate then outstanding Term Loans and obligations payable under all Hedging
Agreements with a Hedging Agreement Provider) of amounts available to be applied
pursuant to clauses “THIRD”, “FOURTH”, “FIFTH” and “SIXTH”
above.


    
      
         


      

      
        24

        
          

        

      

      
         


      

    

     

    2.8            Non-Receipt of Funds by the
Administrative Agent.

    


    (a)           Unless
the Administrative Agent shall have been notified in writing by the Borrower,
prior to the date on which any payment is due from it hereunder (which notice
shall be effective upon receipt) that the Borrower does not intend to make such
payment, the Administrative Agent may assume that such Borrower has made such
payment when due, and the Administrative Agent may in reliance upon such
assumption (but shall not be required to) make available to each Lender on such
payment date an amount equal to the portion of such assumed payment to which
such Lender is entitled hereunder, and if the Borrower has not in fact made such
payment to the Administrative Agent, such Lender shall, on demand, repay to the
Administrative Agent the amount made available to such Lender.  If
such amount is repaid to the Administrative Agent on a date after the date such
amount was made available to such Lender, such Lender shall pay to the
Administrative Agent on demand interest on such amount in respect of each day
from the date such amount was made available by the Administrative Agent at a
per annum rate equal to, if repaid to the Administrative Agent within two (2)
days from the date such amount was made available by the Administrative Agent,
the Federal Funds Rate and thereafter at a rate equal to the Alternate Base
Rate.

    


    (b)           A
certificate of the Administrative Agent submitted to the Borrower or any Lender
with respect to any amount owing under this Section 2.8 shall be
conclusive in the absence of manifest error.

    


    2.9            Inability to Determine
Interest Rate.

    


    Notwithstanding
any other provision of this Credit Agreement, if (a) the Administrative Agent
shall reasonably determine (which determination shall be conclusive and binding
absent manifest error) that, by reason of circumstances affecting the relevant
market, reasonable and adequate means do not exist for ascertaining LIBOR for
such Interest Period, or (b) the Required Lenders shall reasonably determine
(which determination shall be conclusive and binding absent manifest error) that
the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders
of funding LIBOR Rate Loans that the Borrower has requested be outstanding as a
LIBOR tranche during such Interest Period, the Administrative Agent shall
forthwith give telephone notice of such determination, confirmed in writing, to
the Borrower, and the Lenders at least two Business Days prior to the first day
of such Interest Period.  If such notice is given (a)  any
affected LIBOR Rate Loans requested to be made on the first day of such Interest
Period shall be made, at the sole option of the Borrower, in Dollars as
Alternate Base Rate Loans or such request shall be cancelled and (b) any
affected Term Loans that were to have been converted on the first day of such
Interest Period to or continued as LIBOR Rate Loans shall be converted to or
continued, at the sole option of the Borrower, in Dollars as Alternate Base Rate
Loans or such request shall be cancelled.  Until any such notice has
been withdrawn by the Administrative Agent, no further Term Loans shall be made
as, continued as, or converted into, LIBOR Rate Loans for the Interest Periods
so affected.  The Administrative Agent shall withdraw any notice given
pursuant to this Section at such time as the condition giving rise to such
notice is reasonably determined by the Administrative Agent to no longer be
applicable.


    
      
         


      

      
        25

        
          

        

      

      
         


      

    

     

    2.10          Illegality.

    


    (a)           Notwithstanding
any other provision of this Credit Agreement, if the adoption of or any change
in any Requirement of Law or in the interpretation or application thereof by the
relevant Governmental Authority to any Lender shall make it unlawful for such
Lender or its LIBOR Lending Office to make or maintain LIBOR Rate Loans as
contemplated by this Credit Agreement or to obtain in the interbank eurodollar
market through its LIBOR Lending Office the funds with which to make such Term
Loans, then such Lender shall be an “Affected Lender” and
by written notice to the Borrower and to the Administrative Agent:

    


    (i)        such
Lender may declare that LIBOR Rate Loans will not thereafter (for the duration
of such unlawfulness or impossibility) be made by such Lender hereunder,
whereupon any request for a LIBOR Rate Loan shall, as to such Lender only be
deemed a request for a Alternate Base Rate Loan (unless it should also be
illegal for the Affected Lender to provide an Alternate Base Rate Loan, in which
case such Term Loan shall bear interest at a commensurate rate to be agreed upon
by the Administrative Agent and the Affected Lender, and so long as no Event of
Default shall have occurred and be continuing, the Borrower), unless such
declaration shall be subsequently withdrawn; and

    


    (ii)       such
Lender may require that all outstanding LIBOR Rate Loans made by it be converted
to Alternate Base Rate Loans, in which event all such LIBOR Rate Loans shall be
automatically converted to Alternate Base Rate Loans as of the effective date of
such notice as provided in paragraph (b) below.

    


    If any
Lender shall exercise its rights under (i) or (ii) above, all payments
and prepayments of principal which would otherwise have been applied to repay
the LIBOR Rate Loans that would have been made by such Lender or the converted
LIBOR Rate Loans of such Lender shall instead be applied to repay the Alternate
Base Rate Loans made by such Lender in lieu of, or resulting from the
conversion, of such LIBOR Rate Loans.  An Affected Lender shall
withdraw any notice given pursuant to this Section at such time as the condition
giving rise to such notice is reasonably determined by such Affected Lender to
no longer be applicable.

    


    (b)           Each
Lender agrees to use reasonable efforts (including reasonable efforts to change
its LIBOR Lending Office, as the case may be) to avoid or to minimize any
amounts which might otherwise be payable pursuant to this Section 2.10; provided, however, that such
efforts shall not cause the imposition on such Lender of any additional costs or
legal or regulatory burdens deemed by such Lender in its sole discretion to be
material.

    


    (c)           For
purposes of this Section 2.10, a
notice to the Borrower by any Lender shall be effective as to each such Term
Loan, if lawful, on the last day of the Interest Period currently applicable to
such Term Loan; in all other cases such notice shall be effective on the date of
receipt by the Borrower.


    
      
         


      

      
        26

        
          

        

      

      
         


      

    

     

    2.11          Requirements of
Law.

    


    (a)           If
the adoption of or any change in any Requirement of Law or in the interpretation
or application thereof or compliance by any Lender with any request or directive
(whether or not having the force of law) from any central bank or other
Governmental Authority made subsequent to the date hereof:

    


    (i)       
shall subject such Lender to any tax of any kind whatsoever with respect to any
LIBOR Rate Loan made by it, or change the basis of taxation of payments to such
Lender in respect thereof (except for both Taxes and changes in the rate of tax
on the overall net income or profits of such Lender, or franchise taxes in lieu
thereof);

    


    (ii)       shall
impose, modify or hold applicable any reserve, special deposit, compulsory loan
or similar requirement against assets held by, deposits or other liabilities in
or for the account of, advances, loans or other extensions of credit by, or any
other acquisition of funds by, any office of such Lender which is not otherwise
included in the determination of the LIBOR Rate hereunder; or

    


    (iii)     
shall impose on such Lender any other condition;

    


    and the
result of any of the foregoing is to increase the cost to such Lender of making
or maintaining LIBOR Rate Loans or to reduce any amount receivable hereunder or
under any Note, then, in any such case, the Borrower shall promptly pay such
Lender, upon its demand, any additional amounts necessary to compensate such
Lender for such additional cost or reduced amount receivable which such Lender
reasonably deems to be material as determined by such Lender with respect to its
LIBOR Rate Loans; provided, however, the Borrower
shall not be obligated to compensate such Lender for such additional cost or
reduced amount receivable for any period more than 180 days prior to the date
the Borrower receives a certificate submitted by such Lender, through the
Administrative Agent, to the Borrower setting forth the amounts claimed pursuant
to this Section by such Lender.  A certificate as to any additional
amounts payable pursuant to this Section submitted by such Lender, through the
Administrative Agent, to the Borrower shall be conclusive in the absence of
manifest error.  Each Lender agrees to use reasonable efforts
(including reasonable efforts to change its LIBOR Lending Office, as the case
may be) to avoid or to minimize any amounts which might otherwise be payable
pursuant to this paragraph of this Section; provided, however, that such
efforts shall not cause the imposition on such Lender of any additional costs or
legal or regulatory burdens deemed by such Lender in its sole discretion to be
material.

    


    (b)           If
any Lender shall have reasonably determined that the adoption of or any change
in any Requirement of Law regarding capital adequacy or in the interpretation or
application thereof or compliance by such Lender or any corporation controlling
such Lender with any request or directive regarding capital adequacy (whether or
not having the force of law) from any central bank or Governmental Authority
made subsequent to the date hereof does or shall have the effect of reducing the
rate of return on such Lender’s or such corporation’s capital as a consequence
of its obligations hereunder to a level below that which such Lender or such
corporation could have achieved but for such adoption, change or compliance
(taking into consideration such Lender’s or such corporation’s policies with
respect to capital adequacy) by an amount reasonably deemed by such Lender in
its sole discretion to be material, then from time to time, within fifteen (15)
days after demand by such Lender, the Borrower shall pay to such Lender such
additional amount as shall be certified by such Lender as being required to
compensate it for such reduction; provided, however, the Borrower
shall not be obligated to compensate such Lender for such additional amount for
any period more than 180 days prior to the date the Borrower receives a
certificate submitted by such Lender, through the Administrative Agent, to the
Borrower setting forth the amounts claimed pursuant to this Section by such
Lender.  Such a certificate as to any additional amounts payable under
this Section submitted by a Lender (which certificate shall include a
description of the basis for the computation), through the Administrative Agent,
to the Borrower shall be conclusive absent manifest error.


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    


    (c)           The
agreements in this Section 2.11
shall survive the termination of this Credit Agreement and payment of the Term
Loans and all other amounts payable hereunder.

    


    2.12          Indemnity.

    


    The
Borrower hereby agrees to indemnify each Lender and to hold such Lender harmless
from any funding loss or expense (but excluding any loss of anticipated profits)
which such Lender may sustain or incur as a consequence of (a) default by the
Borrower in payment of the principal amount of or interest on any LIBOR Rate
Loan by such Lender in accordance with the terms hereof, (b) default by the
Borrower in accepting a LIBOR Rate Loan borrowing after the Borrower has given a
notice in accordance with the terms hereof, (c) default by the Borrower in
making any repayment of a LIBOR Rate Loan after the Borrower has given a notice
in accordance with the terms hereof, and/or (d) the making by the Borrower of a
repayment or prepayment of a LIBOR Rate Loan, or the conversion thereof, on a
day which is not the last day of the Interest Period with respect thereto, in
each case including, but not limited to, any such loss or expense (but excluding
any loss of anticipated profits) arising from interest or fees payable by such
Lender to lenders of funds obtained by it in order to maintain its LIBOR Rate
Loans hereunder.  A certificate as to any additional amounts payable
pursuant to this Section submitted by any Lender, through the Administrative
Agent, to the Borrower (which certificate must be delivered to the
Administrative Agent within thirty days following such default, repayment,
prepayment or conversion) shall be conclusive in the absence of manifest
error.  The agreements in this Section 2.12 shall
survive termination of this Credit Agreement and payment of the Term Loans and
all other amounts payable hereunder.

    


    2.13          Taxes.

    


    (a)           All
payments made by the Borrower hereunder or under any Term Loan Note will be,
except as provided in Section 2.13(b), made
free and clear of, and without deduction or withholding for, any present or
future taxes, levies, imposts, duties, fees, assessments or other charges of
whatever nature now or hereafter imposed by any Governmental Authority or by any
political subdivision or taxing authority thereof or therein with respect to
such payments (but excluding any tax imposed on or measured by the net income or
profits of a Lender, or franchise taxes in lieu thereof,  pursuant to
the laws of the jurisdiction in which it is organized or the jurisdiction in
which the principal office or applicable lending office of such Lender is
located or any subdivision thereof or therein) and all interest, penalties or
similar liabilities with respect thereto (all such non-excluded taxes, levies,
imposts, duties, fees, assessments or other charges being referred to
collectively as “Taxes”).  If
any Taxes are so levied or imposed, the Borrower agrees to pay the full amount
of such Taxes, and such additional amounts as may be necessary so that every
payment of all amounts due under this Credit Agreement or under any Note, after
withholding or deduction for or on account of any Taxes, will not be less than
the amount provided for herein or in such Note.  The Borrower will
furnish to the Administrative Agent as soon as reasonably practicable after the
date the payment of any Taxes is due pursuant to applicable law certified copies
(to the extent reasonably available and required by law) of tax receipts
evidencing such payment by the Borrower.  The Borrower agrees to
indemnify and hold harmless each Lender, and reimburse such Lender upon its
written request, for the amount of any Taxes so levied or imposed and paid by
such Lender.


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    


    (b)           Each
Lender that is not a United States person (as such term is defined in Section
7701(a)(30) of the Code) agrees to deliver to the Borrower and the
Administrative Agent on or prior to the Closing Date, or in the case of a Lender
that is an assignee or transferee of an interest under this Credit Agreement
pursuant to Section
10.6 (unless the respective Lender was already a Lender hereunder
immediately prior to such assignment or transfer), on the date of such
assignment or transfer to such Lender, (i) if the Lender is a “bank” within the
meaning of Section 881(c)(3)(A) of the Code, two accurate and complete original
signed copies of Internal Revenue Service Form W-8BEN or W-8ECI (or successor
forms) certifying such Lender’s entitlement to a complete exemption from United
States withholding tax with respect to payments to be made under this Credit
Agreement and under any Note, or (ii) if the Lender is not a “bank” within the
meaning of Section 881(c)(3)(A) of the Code, either Internal Revenue Service
Form W-8BEN or W-8ECI as set forth in clause (i) above, or (x) a certificate
substantially in the form of Schedule 2.13 (any
such certificate, a “2.13 Certificate”)
and (y) two accurate and complete original signed copies of Internal Revenue
Service Form W-8 (or successor form) certifying such Lender’s entitlement to an
exemption from United States withholding tax with respect to payments of
interest to be made under this Credit Agreement and under any
Note.  In addition, each Lender agrees that it will deliver upon the
Borrower’s request updated versions of the foregoing, as applicable, whenever
the previous certification has become obsolete or inaccurate in any material
respect, together with such other forms as may be required in order to confirm
or establish the entitlement of such Lender to a continued exemption from or
reduction in United States withholding tax with respect to payments under this
Credit Agreement and any Note.  Notwithstanding anything to the
contrary contained in Section 2.13(a), but
subject to the immediately succeeding sentence, (x) the Borrower shall be
entitled, to the extent it is required to do so by law, to deduct or withhold
Taxes imposed by the United States (or any political subdivision or taxing
authority thereof or therein) from interest, fees or other amounts payable
hereunder for the account of any Lender which is not a United States person (as
such term is defined in Section 7701(a)(30) of the Code) for U.S. Federal income
tax purposes to the extent that such Lender has not provided to the Borrower
U.S. Internal Revenue Service Forms that establish a complete exemption from
such deduction or withholding and (y) the Borrower shall not be obligated
pursuant to Section
2.13(a) hereof to gross-up payments to be made to a Lender in respect of
Taxes imposed by the United States if (I) such Lender has not provided to the
Borrower the Internal Revenue Service Forms required to be provided to the
Borrower pursuant to this Section 2.13(b) or
(II) in the case of a payment, other than interest, to a Lender described in
clause (ii) above, to the extent that such Forms do not establish a complete
exemption from withholding of such Taxes.  Notwithstanding anything to
the contrary contained in the preceding sentence or elsewhere in this Section 2.13, the
Borrower agrees to pay additional amounts and to indemnify each Lender in the
manner set forth in Section 2.13(a)
(without regard to the identity of the jurisdiction requiring the deduction or
withholding) in respect of any amounts deducted or withheld by it as described
in the immediately preceding sentence as a result of any changes after the
Closing Date in any applicable law, treaty, governmental rule, regulation,
guideline or order, or in the interpretation thereof, relating to the deducting
or withholding of Taxes.


    
      
         


      

      
        29

        
          

        

      

      
         


      

    

     

    (c)           Each
Lender agrees to use reasonable efforts (including reasonable efforts to change
its LIBOR Lending Office, as the case may be) to avoid or to minimize any
amounts which might otherwise be payable pursuant to this Section 2.13; provided, however, that such
efforts shall not cause the imposition on such Lender of any additional costs or
legal or regulatory burdens deemed by such Lender in its sole discretion to be
material.

    


    (d)           If
the Borrower pays any additional amount pursuant to this Section 2.13
with respect to a Lender, such Lender shall use reasonable efforts to obtain a
refund of tax or credit against its tax liabilities on account of such payment;
provided that
such Lender shall have no obligation to use such reasonable efforts if either
(i) it is in an excess foreign tax credit position or (ii) it believes in good
faith, in its sole discretion, that claiming a refund or credit would cause
adverse tax consequences to it.  If such Lender receives such a refund
or credit, such Lender shall pay to the Borrower an amount that such Lender
reasonably determines is equal to the net tax benefit obtained by such Lender as
a result of such payment by the Borrower.  If no refund or credit is
obtained with respect to the Borrower’s payments to such Lender pursuant to this
Section 2.13,
then such Lender shall upon request provide a certification that such Lender has
not received a refund or credit for such payments.  Nothing contained
in this Section
2.13 shall require a Lender to disclose or detail the basis of its
calculation of the amount of any tax benefit or any other amount or the basis of
its determination referred to in the proviso to the first sentence of this Section 2.13 to the
Borrower or any other party.

    


    (e)           The
agreements in this Section 2.13 shall
survive the termination of this Credit Agreement and the payment of the Term
Loans and all other amounts payable hereunder.

    


    2.14          Replacement of
Lenders.

    


    The
Borrower shall be permitted to replace with a financial institution, acceptable
to the Administrative Agent, any Lender (other than Wachovia Bank, National
Association) that (a) requests reimbursement for amounts owing pursuant to 2.10,
2.11 or 2.13(a) or (b) is then in default of its obligation to make Term Loans
hereunder; provided that (i)
such replacement does not conflict with any Requirement of Law, (ii) no Event of
Default shall have occurred and be continuing at the time of such replacement,
(iii) prior to any such replacement, such Lender shall not have taken
action under Section 2.10,
2.11(a) or
2.13(c), as
applicable, to successfully eliminate the continued need for payment of amounts
owing pursuant to Section 2.10,
2.11 or 2.13(a), as
applicable, (iv) the replacement financial institution shall purchase, at
par, all Term Loans and other amounts owing to such replaced Lender on or prior
to the date of replacement, (v) the Borrower shall be liable to such
replaced Lender under Section 2.12 if any
LIBOR Loan owing to such replaced Lender shall be purchased other than on the
last day of the Interest Period relating thereto, (vi) the replacement financial
institution, if not already a Lender, shall be reasonably satisfactory to the
Administrative Agent, (vii) the replaced Lender shall be obligated to make such
replacement in accordance with the provisions of Section 10.6
(provided that the Borrower shall be obligated to pay the registration and
processing fee referred to therein), (viii) until such time as such replacement
shall be consummated, the Borrower shall pay all additional amounts (if any)
required pursuant to Section 2.10, 2.11 or 2.13(a), as the case
may be, and (ix) any such replacement shall not be deemed to be a waiver of any
rights that the Borrower, the Administrative Agent or any other Lender shall
have against the replaced Lender.  If any replaced Lender fails to
execute the agreements required under Section 10.6 in
connection with an assignment pursuant to this Section 2.14, the
Borrower may, upon two (2) Business Days’ prior notice to such replaced
Lender, execute such agreements on behalf of such replaced Lender.  A
Lender shall not be required to be replaced if, prior thereto, as a result of a
waiver by such Lender or otherwise, the circumstances entitling the Borrower to
require such replacement cease to apply.


    
      
         


      

      
        30

        
          

        

      

      
         


      

    

     

    2.15          Lender Representation and
Warranty.

    


    Each
Lender represents and warrants to the Credit Parties for the purpose of making
the representation and warranty in Section 3.7(e) that
(i) no part of any of the funds, monies, assets or other consideration to be
used for the funding of any Term Loan or other extension of credit under this
Credit Agreement or other Credit Document shall constitute “plan assets” as
defined in ERISA and (ii) the rights, benefits and interests of the Lenders
under this Credit Agreement and other Credit Documents will not be “plan assets”
under ERISA.

    


    


    SECTION
3

    REPRESENTATIONS AND
WARRANTIES

    


    To induce
the Lenders to enter into this Credit Agreement and to make Term Loans herein
provided for, the Credit Parties hereby represent and warrant to the
Administrative Agent and to each Lender that:

    


    3.1           
Financial
Statements.

    


    The
Borrower has delivered to the Administrative Agent copies of the financial
statements of the Borrower and its Subsidiaries referenced in Section
4.1(g).  The financial statements described in Sections 4.1(g)(ii)
and (iii)
(including in each case the related schedules and notes) fairly present in all
material respects the consolidated financial position of the Borrower and its
Subsidiaries as of the respective dates specified in such financial statements
and the consolidated results of their operations and cash flows for the
respective periods so specified and have been prepared in accordance with GAAP
consistently applied throughout the periods involved except as set forth in the
notes thereto (subject, in the case of any interim financial statements, to
normal year-end adjustments and the absence of footnotes).


    
      
         


      

      
        31

        
          

        

      

      
         


      

    

     

    3.2           
Organization;
Existence.

     

    Each of
the Credit Parties is duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization, and is duly qualified as a
foreign entity and is in good standing under the laws of each jurisdiction in
which such qualification is required by law, other than those jurisdictions as
to which the failure to be so qualified or in good standing would not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.  Each of the Credit Parties has the corporate power
and authority to own or hold under lease the properties it purports to own or
hold under lease, to transact the business it transacts and proposes to
transact, to execute and deliver this Credit Agreement and the other Credit
Documents and to perform the provisions hereof and thereof.

    


    3.3           Authorization; Power;
Enforceable Obligations.

    


    This
Credit Agreement and the other Credit Documents have been duly authorized by all
necessary corporate action on the part of the Borrower and the other Credit
Parties, and this Credit Agreement constitutes, and upon execution and delivery
thereof each Note will constitute, a legal, valid and binding obligation of the
Credit Parties executing such documents enforceable against such Credit Parties
in accordance with their respective terms, except as such enforceability may be
limited by (i) applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors’ rights
generally and (ii) general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law.

    


    3.4            Consent; Government
Authorizations.

    


    No
approval, consent or authorization of, filing with, notice to or other act by or
in respect of, any Governmental Authority or any other Person is required in
connection with acceptance of extensions of credit by the Borrower or the making
of the guaranties hereunder or with the execution, delivery or performance of
any Credit Documents by the other Credit Parties (other than those which have
been obtained) or with the validity or enforceability of any Credit Document
against the Credit Parties, except such filings as are required to be made with
and have been, or will be, made on a timely basis with, the United States
Securities and Exchange Commission.

    


    3.5            No Material
Litigation.

     

    (a)            There
are no actions, suits or proceedings pending or, to the knowledge of the
Borrower, threatened against or affecting the Borrower or any Subsidiary or any
property of the Borrower or any Subsidiary in any court or before any arbitrator
of any kind or before or by any Governmental Authority that, individually or in
the aggregate, would reasonably be expected to have a Material Adverse
Effect.

     

    (b)            Neither
the Borrower nor any Subsidiary is in default under any order, judgment, decree
or ruling of any court, arbitrator or Governmental Authority or is in violation
of any applicable law, ordinance, rule or regulation (including without
limitation Environmental Laws) of any Governmental Authority, which default or
violation, individually or in the aggregate, would reasonably be expected to
have a Material Adverse Effect.


    
      
         


      

      
        32

        
          

        

      

      
         


      

    

     

    3.6           Taxes.

     

    The
Borrower and its Subsidiaries have filed all tax returns (federal, state, local
and foreign) that are required to have been filed in any jurisdiction, and have
paid all income taxes shown to be due and payable (including interest and
penalties) on such returns and all other taxes and assessments payable by them,
to the extent such taxes and assessments have become due and payable and before
they have become delinquent, except for any taxes and assessments (a) the
amount of which is not individually or in the aggregate Material or (b) the
amount, applicability or validity of which is currently being contested in good
faith by appropriate proceedings and with respect to which the Borrower or a
Subsidiary, as the case may be, has established adequate reserves in accordance
with GAAP.  None of the Credit Parties or their respective
Subsidiaries are aware, as of the Closing Date, of any proposed tax assessments
against it or any of its Subsidiaries which would reasonably be expected to have
a Material Adverse Effect.

    


    3.7           ERISA.

     

    (a)Each
Credit Party and each ERISA Affiliate have operated and administered each Plan
(other than Multiemployer Plans) in compliance with all applicable laws except
for such instances of noncompliance as have not resulted in and would not
reasonably be expected to result in a Material Adverse
Effect.  Neither any Credit Party nor any ERISA Affiliate has incurred
any liability pursuant to Title IV of ERISA (other than for premiums payable to
the PBGC not yet due) or the penalty or excise tax provisions of the Code
relating to employee benefit plans (as defined in Section 3 of ERISA) or
for failure to comply with the provisions of Title I of ERISA, in each case
which has not been satisfied, and no event, transaction or condition has
occurred or exists that would reasonably be expected to result in the incurrence
of any such liability by any Credit Party or any ERISA Affiliate, or in the
imposition of any Lien on any of the rights, properties or assets of any Credit
Party or any ERISA Affiliate, in either case pursuant to Title I or IV of
ERISA or to such penalty or excise tax provisions including
Section 401(a)(29) or 412 of the Code, other than such liabilities or Liens
as would not be individually or in the aggregate Material.

     

    (b)   The present value of all
accrued benefits, whether or not vested, under all Single Employer Plans,
determined with respect to each Single Employer Plan, as of the most recent
valuation date prior to the date on which this representation is made on the
basis of the actuarial assumptions specified for funding purposes in the Single
Employer Plan’s most recent actuarial valuation report, did not exceed the fair
market value of the assets of the Single Employer Plans by more than $40,000,000
in the aggregate for all such Plans.

     

    (c)    Neither any
Credit Party nor any ERISA Affiliate has incurred any withdrawal liabilities
under Section 4201 of ERISA that have not been satisfied or is subject to
contingent withdrawal liabilities under Section 4204 of ERISA with respect to
any Multiemployer Plan that individually or in the aggregate are
Material.  Neither any Credit Party nor any ERISA Affiliate has
received any notification that any Multiemployer Plan is in Reorganization,
Insolvency, or has been terminated (within the meaning of Title IV of ERISA),
and, to the knowledge of the Credit Parties, no Multiemployer Plan is reasonably
expected to be in Reorganization, Insolvency, or terminated.


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


     

    (d)          
The aggregate expected post-retirement benefit obligation (determined with
respect to a Credit Party as of the last day of the Credit Party’s most recently
ended fiscal year in accordance with Financial Accounting Standards Board
Statement No. 106, without regard to liabilities attributable to continuation
coverage mandated by Section 4980B of the Code or similar state law) of the
Credit Parties and their Subsidiaries would not reasonably be expected to have a
Material Adverse Effect.

     

    (e)          
The execution and delivery of this Credit Agreement and the other Credit
Documents hereunder will not involve any transaction that is subject to the
prohibitions of Section 406 of ERISA or in connection with which a tax
could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the
Code.  The representation and warranty of the Credit Parties in the
preceding sentence is made on reliance upon and subject to the accuracy of the
Lenders’ representations in Section 2.15 and any
Transferee’s representations made pursuant to Section
10.6(i).  

    


    3.8           Governmental Regulations,
Etc.

    


    (a)           No
part of the proceeds of the Term Loans hereunder will be used, directly or
indirectly, for the purpose of purchasing or carrying any “margin stock” within
the meaning of Regulation U.  If requested by any Lender or the
Administrative Agent, the Borrower will furnish to the Administrative Agent and
each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form U-1 referred to in said Regulation U.  No
Indebtedness being reduced or retired out of the proceeds of the Term Loans
hereunder was or will be incurred for the purpose of purchasing or carrying any
margin stock within the meaning of Regulation U or any “margin security” within
the meaning of Regulation T.  “Margin stock” within the meaning of
Regulation U does not constitute more than 25% of the value of the Consolidated
Assets of the Borrower and its Subsidiaries.  Neither the execution
and delivery hereof by the Borrower, nor the performance by it of any of the
transactions contemplated by this Credit Agreement (including, without
limitation, the direct or indirect use of the proceeds of the Term Loans) will
violate or result in a violation of the Securities Act of 1933, as amended, or
the Securities Exchange Act of 1934, as amended, or regulations issued pursuant
thereto, or Regulation T, U or X.

    


    (b)           The
Borrower is not (i) an “investment company” registered or required to be
registered under the Investment Company Act of 1940, as amended, and is not
controlled by such a company, or (ii) a “holding company”, or a “subsidiary
company” of a “holding company”, or an “affiliate” of a “holding company” or of
a “subsidiary” of a “holding company”, within the meaning of the Public Utility
Holding Company Act of 1935, as amended.

    


    (c)           The
use of the proceeds of the Term Loans hereunder will not violate the Trading
with the Enemy Act, as amended, or any of the foreign assets control regulations
of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as
amended) or any enabling legislation or executive order relating
thereto.  Without limiting the foregoing, none of the Credit Parties
is or will (i) become a person whose property or interest in property are
blocked pursuant to Section 1 of Executive Order 13224 of
September 23, 2001 Blocking Property and Prohibiting Transactions With
Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed.
Reg. 49079 (2001)) or (ii) to the best of its knowledge, engage in any
dealings or transactions relating to any property or interests in property
blocked pursuant to Executive Order 13224.


    
      
         


      

      
        34

        
          

        

      

      
         


      

    

     

    3.9           Subsidiaries.

     

    (a)           
Schedule 3.9 is
(except as noted therein) a complete and correct list as of the date hereof of
the Borrower’s Subsidiaries, showing, as to each Subsidiary, the correct name
thereof, the jurisdiction of its organization, and the percentage of shares of
each class of its capital stock or similar equity interests outstanding owned by
the Borrower and each other Subsidiary.

     

    (b)           All
of the outstanding shares of capital stock or similar equity interests of each
Subsidiary shown in Schedule 3.9 as being
owned by the Borrower and its Subsidiaries have been validly issued, are fully
paid and nonassessable and are owned by the Borrower or another Subsidiary free
and clear of any Lien (except as otherwise disclosed in Schedule 3.9).

     

    (c)    Each
Subsidiary identified in Schedule 3.9 is a corporation or
other legal entity duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization (if such jurisdiction provides for
such a concept), and is duly qualified as a foreign corporation or other legal
entity and is in good standing in each jurisdiction in which such qualification
is required by law, other than those jurisdictions as to which the failure to be
so qualified or in good standing would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.  Each such
Subsidiary has the corporate or other power and authority to own or hold under
lease the properties it purports to own or hold under lease and to transact the
business it transacts and proposes to transact.

    


    3.10          Use of
Proceeds.

    


    The
Extensions of Credit will be used solely (a) to refinance certain existing
Indebtedness and to pay fees and expenses in connection herewith and therewith
and (b) to provide for the working capital and general corporate requirements of
the Borrower, including Permitted Acquisitions and dividends and stock
repurchases permitted hereunder.

    


    3.11          Contractual Obligations;
Compliance with Laws; No Conflicts.

    


    The
execution, delivery and performance by the Borrower and the other Credit
Parties, as applicable, of this Credit Agreement and the other Credit Documents
will not (a) result in the creation of any Lien in respect of any property of
the Borrower or any Subsidiary under any indenture, mortgage, deed of trust,
loan, purchase or credit agreement, lease, corporate charter or by-laws, or any
other Material agreement or instrument to which the Borrower or any Subsidiary
is bound or by which the Borrower or any Subsidiary or any of their respective
properties may be bound or affected, (b) conflict with or result in a breach of
any of the terms, conditions or provisions of any order, judgment, decree, or
ruling of any court, arbitrator or Governmental Authority applicable to the
Borrower or any Subsidiary, (c) violate any Requirement of Law applicable to the
Borrower or any of its Subsidiaries (except those as to which waivers or
consents have been obtained) or (d) conflict with, result in a breach of or
constitute a default under (i) the articles of incorporation, bylaws or other
organizational documents of such Person, (ii) any Material indenture, agreement
or other instrument to which such Person is a party or by which any of its
properties may be bound or (iii) any approval of any Governmental Authority
relating to such Person.


    
      
         


      

      
        35

        
          

        

      

      
         


      

    

     

    3.12         Accuracy and Completeness of
Information.

    


    All
factual information heretofore, contemporaneously or hereafter furnished by or
on behalf of the Borrower or any Credit Party in writing to the Administrative
Agent or any Lender for purposes of or in connection with this Credit Agreement
or any other Credit Document, or any transaction contemplated hereby or thereby,
is or will be true and accurate in all material respects as of the date stated
therein and not incomplete by omitting to state any material fact necessary to
make such information not misleading provided that, with
respect to projected financial information, the Borrower represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.  There is no fact now known to the Borrower
or any Credit Party which has, or would reasonably be expected to have, a
Material Adverse Effect which fact has not been set forth herein, in the
financial statements of the Borrower furnished to the Administrative Agent
and/or the Lenders, or in any certificate, opinion or other written statement
made or furnished by the Borrower or any Credit Party to the Administrative
Agent and/or the Lenders.

    


    3.13          Environmental
Matters.

    


    (a)           Except
where such violation or liability would not reasonably be expected to have a
Material Adverse Effect, the facilities and properties owned, leased or operated
by any of the Credit Parties and their Subsidiaries (the “Properties”) do not
contain any Materials of Environmental Concern in amounts or concentrations
which (i) constitute a violation of, or (ii) have resulted in
liability under, any Environmental Law.

    


    (b)           Except
where such violation would not reasonably be expected to have a Material Adverse
Effect, (i) the Properties and all operations of the Credit Parties and
their Subsidiaries at the Properties are in compliance, and have in the last
five years been in compliance, in all material respects with all applicable
Environmental Laws, and (ii) there is no contamination at or under the
Properties or violation of any Environmental Law with respect to the Properties
or the business operated by any of the Credit Parties (the “Business”).

    


    (c)           Neither
the Borrower nor any of its Subsidiaries has received any written notice of
violation, alleged violation, non-compliance, liability or potential liability
regarding environmental matters or compliance with Environmental Laws with
regard to any of the Properties or the Business which would reasonably be
expected to have a Material Adverse Effect, nor does the Borrower nor any of its
Subsidiaries have knowledge of any such threatened notice.


    
      
         


      

      
        36

        
          

        

      

      
         


      

    

     

    (d)           Except
where such violation or liability would not reasonably be expected to have a
Material Adverse Effect, (i) Materials of Environmental Concern have not
been transported or disposed of from the Properties in violation of, or in a
manner or to a location which has given rise to liability under any
Environmental Law, and (ii) Materials of Environmental Concern have not
been generated, treated, stored or disposed of at, on or under any of the
Properties in violation of, or in a manner that has given rise to liability
under, any applicable Environmental Law.

    


    (e)           Except
where such proceeding or action would not reasonably be expected to have a
Material Adverse Effect, (i) no judicial proceeding or governmental or
administrative action is pending or, to the knowledge of any Credit Party,
threatened, under any Environmental Law to which any of the Credit Parties is or
will be named as a party with respect to the Properties or the Business, and
(ii) there are no consent decrees or other decrees, consent orders,
administrative orders or other orders, or other administrative or judicial
directives outstanding under any Environmental Law with respect to the
Properties or the Business.

    


    (f)           Except
where such violation or liability would not reasonably be expected to have a
Material Adverse Effect, there has been no release or threat of release of
Materials of Environmental Concern at or from the Properties, or arising from or
related to the operations of any of the Credit Parties in connection with the
Properties or otherwise in connection with the Business, in violation of or in
amounts or in a manner requiring remediation under Environmental
Laws.

    


    3.14          No Burdensome
Restrictions.

    


    None of
the Borrower or any of its Subsidiaries is a party to any agreement or
instrument or subject to any other obligation or any charter or corporate
restriction which, individually or in the aggregate, would reasonably be
expected to have a Material Adverse Effect.

    


    3.15          Title to
Property.

    


    The
Borrower and its Subsidiaries have good and sufficient title to their respective
Material properties, including all such properties reflected in the most recent
audited balance sheet referred to in Section 3.1 and
Section 5.1 or
purported to have been acquired by the Borrower or any Subsidiary after said
date (except as sold or otherwise disposed of in the ordinary course of business
or as otherwise permitted hereunder), in each case free and clear of Liens
prohibited by this Credit Agreement, except for those defects in title and Liens
that, individually or in the aggregate, would not reasonably be expected to have
a Material Adverse Effect.

    


    3.16          Insurance.

    


    The
present insurance coverage of the Borrower and its Subsidiaries is outlined as
to carrier, policy number, expiration date, type and amount on Schedule 3.16 and
such insurance coverage complies with the requirements set forth in Section
5.5.


    
      
         


      

      
        37

        
          

        

      

      
         


      

    

     

    3.17          Licenses and
Permits.

    


    The
Borrower and its Subsidiaries own or possess all licenses, permits, franchises,
authorizations, patents, copyrights, service marks, trademarks and trade names,
or rights thereto, required for the continued conduct of their business, that
are Material, without known conflict with the rights of others, except for those
conflicts or failures to own or possess that, individually or in the aggregate,
would not reasonably be expected to have a Material Adverse Effect.

    


    3.18        
Anti-Terrorism
Laws.

    


    Neither
the making of the Term Loans hereunder nor the Borrower’s use of the proceeds
thereof will violate the Patriot Act, the Trading with the Enemy Act, as
amended, or any of the foreign assets control regulations of the United States
Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto, or is in violation of any
Federal statute or Presidential Executive Order, including without limitation
Executive Order 13224 66 Fed. Reg. 49079 (September 25, 2001) (Blocking Property
and Prohibiting Transactions with Persons who Commit, Threaten to Commit or
Support Terrorism) (collectively, “Anti-Terrorism
Laws”).

    


    3.19         
Labor
Matters.

    


    There are
no collective bargaining agreements covering the employees of the Credit Parties
as of the Closing Date, other than as set forth in Schedule 3.19
hereto, and none of the Credit Parties has suffered any material strikes,
walkouts, work stoppages or other material labor difficulty within the five
years prior to the date hereof, other than as set forth in Schedule 3.19
hereto.

    


    3.20          Compliance with OFAC Rules
and Regulations.

    


    (a)       None
of the Credit Parties or their Subsidiaries or their respective Affiliates is in
violation of and shall not violate any of the country or list based economic and
trade sanctions administered and enforced by OFAC that are described or
referenced at http://www.ustreas.gov/offices/enforcement/ofac/ or as otherwise
published from time to time.

    


    (b)       None
of the Credit Parties or their Subsidiaries or their respective Affiliates
(i) is a Sanctioned Person or a Sanctioned Entity, (ii) has a more
than 10% of its assets located in Sanctioned Entities, or (iii) derives
more than 10% of its operating income from investments in, or transactions with
Sanctioned Persons or Sanctioned Entities.  The proceeds of any Term
Loan will not be used and have not been used to fund any operations in, finance
any investments or activities in or make any payments to, a Sanctioned Person or
a Sanctioned Entity.


    
      
         


      

      
        38

        
          

        

      

      
         


      

    

     

    Section
3.21      Compliance with
FCPA.

    


    Each of
the Credit Parties and their Subsidiaries is in compliance with the Foreign
Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., and any foreign
counterpart thereto.  No part of the proceeds of the Term Loans will
be used to make a payment (a) in order to assist in obtaining or retaining
business for or with, or directing business to, any foreign official, foreign
political party, party official or candidate for foreign political office, (b)
to a foreign official, foreign political party or party official or any
candidate for foreign political office, and (c) with the intent to induce the
recipient to misuse his or her official position to direct business wrongfully
to such Credit Party or its Subsidiary or to any other Person, in violation of
the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq.

    


    


    SECTION
4

    CONDITIONS

    


    4.1           Conditions to
Closing.

    


    This
Credit Agreement shall become effective upon, and the obligation of each Lender
to make the initial Term Loans is subject to, the satisfaction of the following
conditions precedent:

    


    (a)           Execution of Credit
Agreement and Credit Documents.  Receipt by the Administrative
Agent of (i) multiple counterparts of this Credit Agreement and
(ii) for the account of each Lender that requests a Term Loan Note, in each
case executed by a duly authorized officer of each party thereto and in each
case conforming to the requirements of this Credit Agreement.

    


    (b)           Legal
Opinion.  Receipt by the Administrative Agent of a legal
opinion of counsel to the Credit Parties relating to this Credit Agreement and
the other Credit Documents and the transactions contemplated herein and therein,
in form and substance reasonably acceptable to the Administrative
Agent.

    


    (c)           [Reserved.]

    


    (d)           Corporate Documents.
Receipt by the Administrative Agent of the following (or their equivalent), each
(other than with respect to clause (iv)) certified by the secretary or
assistant secretary of the Borrower as of the Closing Date to be true and
correct and in force and effect pursuant to a certificate substantially in the
form attached hereto as Schedule 4.1(d):

    


    (i)        Articles of
Incorporation.  Copies of the articles of incorporation or
charter documents of the Credit Parties certified to be true and complete as of
a recent date by the appropriate Governmental Authority of the state of its
organization.

    


    (ii)       Resolutions.  Copies
of resolutions of the board of directors or comparable managing body of the
Credit Parties approving and adopting the respective Credit Documents, the
transactions contemplated therein and authorizing execution and delivery
thereof.


    
      
         


      

      
        39

        
          

        

      

      
         


      

    

     

    (iii)      Bylaws.  Copies
of the bylaws, operating agreement or partnership agreement of the Credit
Parties certified by a secretary or assistant secretary as of the Closing Date
to be true and correct and in force and effect as of such date.

    


    (iv)     
Good
Standing.  Copies, where applicable, of certificates of good
standing, existence or its equivalent of each of the Credit Parties certified as
of a recent date by the appropriate Governmental Authorities of the State of
organization.

    


    (e)           Officer’s
Certificate.  Receipt by the Administrative Agent of a
certificate, in form and substance reasonably satisfactory to it, of a
Responsible Officer certifying that immediately after giving effect to this
Credit Agreement (including the initial Extensions of Credit hereunder), the
other Credit Documents, and all the transactions contemplated therein or thereby
to occur on such date, (i) no Default or Event of Default exists and (ii) all
representations and warranties contained herein and in the other Credit
Documents are true and correct in all material respects.

    


    (f)           Account Designation
Letter.  Receipt by the Administrative Agent of an executed
counterpart of the Account Designation Letter.

    


    (g)           Financial
Information.  Receipt by the Administrative Agent of (i)
three-year financial and operational projections for the Borrower and its
Subsidiaries together with a reasonably detailed explanation of all management
assumptions contained therein, which projections shall be in form and substance
satisfactory to the Administrative Agent and the Lenders, (ii) the final audited
financial statements of the Borrower for the twelve month period ending December
29, 2007 and (iii) the unaudited quarterly financial statements of the Borrower
for the quarter ending March 29, 2008.

    


    (h)           Capital Structure/Other
Documentation. Receipt by the Administrative Agent of any information
requested by it relating to the corporate and capital structure of the Borrower
and its Subsidiaries.

    


    (i)           Flow of
Funds.  Receipt by the Administrative Agent of a sources and
uses table and payment instructions with respect to each wire transfer to be
made by the Administrative Agent on behalf of the Lenders or the Borrower on the
Closing Date setting forth the amount of such transfer, the purpose of such
transfer, the name and number of the account to which such transfer is to be
made, the name and ABA number of the bank or other financial institution where
such account is located and the name and telephone number of an individual that
can be contacted to confirm receipt of such transfer.

    


    (j)           Repayment of Existing
Indebtedness.  All existing Indebtedness for borrowed money of
the Borrower and its Subsidiaries (excluding Indebtedness not prohibited under
Section 6.1) shall have been repaid in full and terminated and the
Administrative Agent shall have received such evidence of such repayment and
termination as the Administrative Agent may reasonably require.


    
      
         


      

      
        40

        
          

        

      

      
         


      

    

     

    (k)           Consents.  The
Administrative Agent shall have received evidence that all necessary
governmental, corporate, shareholder and third party consents and approvals, if
any, in connection with the financings and other transactions contemplated
hereby have been received and no condition exists which would reasonably be
likely to restrain, prevent or impose any material adverse conditions on the
transactions contemplated hereby.

    


    (l)            
No Material Adverse
Change.  No material adverse change shall have occurred since
December 29, 2007 in the business, assets, liabilities, or condition (financial
or otherwise) of the Borrower and its Subsidiaries taken as a
whole.

    


    (m)           Litigation. There
shall not exist any pending or, to the knowledge of the Borrower, threatened
litigation, investigation, bankruptcy or insolvency, injunction, order or claim
affecting or relating to any Credit Party or any of its Subsidiaries, this
Agreement and the other Credit Documents that has not been settled, dismissed,
vacated, discharged or terminated prior to the Closing Date which would
reasonably be expected to have a Material Adverse Effect.

    


    (n)           Fees.  Receipt
by the Administrative Agent and the Lenders of all fees, if any, then owing
pursuant to the Engagement Letter, Section 2.5 or
pursuant to any other Credit Document.

    


    (o)           Patriot Act
Certificate.  The Administrative Agent shall have received a
certificate satisfactory thereto, for benefit of itself and the Lenders,
provided by the Borrower that sets forth information required by the Patriot Act
including, without limitation, the identity of the Borrower, the name and
address of the Borrower and other information that will allow the Administrative
Agent or any Lender, as applicable, to identify the Borrower in accordance with
the Patriot Act.

    


    (p)           Additional
Matters.  All other documents and legal matters in connection
with the transactions contemplated by this Credit Agreement shall be reasonably
satisfactory in form and substance to the Administrative Agents and the Required
Lenders.

    


    SECTION
5

    AFFIRMATIVE
COVENANTS

    


    The
Credit Parties covenant and agree that on the Closing Date, and so long as this
Credit Agreement is in effect and until no Term Loans remain outstanding and all
amounts owing hereunder or under any other Credit Document or in connection
herewith or therewith have been paid in full, the Credit Parties shall, and
shall cause each Subsidiary to:

    


    5.1            Financial
Statements.

    


    Furnish,
or cause to be furnished, to the Administrative Agent and the
Lenders:


    
      
         


      

      
        41

        
          

        

      

      
         


      

    

     

    (a)           as
soon as available, but in any event within 120 days after the end of each fiscal
year of the Borrower (or, if earlier, within five (5) Business Days after such
date as the Borrower is required to file its annual report on Form 10-K for such
fiscal year with the Securities and Exchange Commission), a consolidated balance
sheet of the Borrower and its Subsidiaries as at the end of such fiscal year,
and the related consolidated statements of income or operations, shareholders’
equity and cash flows for such fiscal year, setting forth in each case in
comparative form the figures for the previous fiscal year, all in reasonable
detail and prepared in accordance with GAAP, such consolidated statements to be
audited and accompanied by a report and opinion of an independent certified
public accountant of nationally recognized standing, which report and opinion
shall be prepared in accordance with generally accepted auditing standards and
shall not be subject to any “going concern” or like qualification or exception
or any qualification or exception as to the scope of such audit;
and

    


    (b)           as
soon as available, but in any event within 60 days after the end of each of
the first three fiscal quarters of each fiscal year of the Borrower  (or, if earlier, within
five (5) Business Days after such date as the Borrower is required to file its
quarterly report on Form 10-Q for such fiscal quarter with the Securities and
Exchange Commission), a consolidated balance sheet of the Borrower and its
Subsidiaries as at the end of such fiscal quarter, and the related consolidated
statements of income or operations, shareholders’ equity and cash flows for such
fiscal quarter and for the portion of the Borrower’s fiscal year then ended,
setting forth in each case in comparative form the figures for the corresponding
fiscal quarter of the previous fiscal year and the corresponding portion of the
previous fiscal year, all in reasonable detail, such consolidated statements to
be certified by a Responsible Officer of the Borrower as fairly presenting the
financial condition, results of operations, shareholders’ equity and cash flows
of the Borrower and its Subsidiaries in accordance with GAAP, subject only to
normal year-end audit adjustments and the absence of footnotes.

    


    As to any
information contained in materials furnished pursuant to Section 5.2(d),
the Borrower shall not be separately required to furnish such information under
clause (a) or (b) above, but the foregoing shall not be in derogation
of the obligation of the Borrower to furnish the information and materials
described in clauses (a) and (b) above at the times specified
therein.  All such financial statements shall be complete and correct
in all material respects (subject, in the case of interim statements, to normal
recurring year-end audit adjustments) and shall be prepared in reasonable detail
and in accordance with GAAP applied consistently throughout the periods
reflected therein and further accompanied by a description of, and an estimation
of the effect on the financial statements on account of, any change in the
application of accounting principles as provided in Section
1.3.

    


    5.2           
Certificates; Other
Information.

    


    Furnish,
or cause to be furnished, to the Administrative Agent for distribution to the
Lenders:

    


    (a)           Accountant’s Certificate and
Reports.  Concurrently with the delivery of the financial
statements referred to in Section 5.1(a) above,
a certificate of the independent certified public accountants reporting on such
financial statements stating that in making the examination necessary therefor
no knowledge was obtained of any breach of Section 5.9, except
as specified in such certificate.


    
      
         


      

      
        42

        
          

        

      

      
         


      

    

     

    (b)           Officer’s
Certificate.  Concurrently with the delivery of the financial
statements referred to in Sections 5.1(a) and
5.1(b) above, a
certificate of a Responsible Officer stating that, to the best of such
Responsible Officer’s knowledge and belief, (i) the financial statements fairly
present in all material respects the financial condition of the parties covered
by such financial statements, (ii) during such period each Credit Party has
observed or performed its covenants and other agreements hereunder and under the
other Credit Documents, and satisfied the conditions contained in this Credit
Agreement to be observed, performed or satisfied by it (except to the extent
waived in accordance with the provisions hereof), (iii) such Responsible Officer
has obtained no knowledge of any Default or Event of Default except as specified
in such certificate and (iv) solely in connection with the delivery of the
financial statements referred to in Section 5.1(a),
there has been no development or event during the fiscal year covered thereby
which has had or would reasonably be expected to have a Material Adverse
Effect.  Such certificate shall include the calculations required to
indicate compliance with Section 5.9 as
of the last day of the period covered by such financial statements and shall
contain a complete and correct list of the Borrower’s Subsidiaries, showing, as
to each Subsidiary, the correct name thereof, the jurisdiction of its
organization, and the percentage of shares of each class of its capital stock or
similar equity interests outstanding owned by the Borrower and each other
Subsidiary, or a statement there has been no change in such information since
delivery of the certificate last delivered pursuant to this Section 5.2(b).  A
form of Officer’s Certificate is attached as Schedule
5.2(b).

    


    (c)           Other
Information.  Promptly, such additional financial and other
information as the Administrative Agent, at the request of any Lender, may from
time to time reasonably request.

    


    (d)           Public
Information.  Promptly after the same are sent, copies of all
reports (other than those otherwise provided pursuant to Section 5.1) and
other financial information which any Credit Party sends to its public
stockholders, and promptly after the same are filed, copies of all financial
statements and non-confidential reports which any Credit Party may make to, or
file with, the Securities and Exchange Commission or any successor or analogous
United States Governmental Authority.

    


    (e)           Permitted Acquisition
Information.  Not less than five (5) Business Days prior
to the consummation of any Permitted Acquisition with a purchase price in excess
of $50,000,000, a certificate, in form and substance reasonably satisfactory to
the Administrative Agent, executed by a Responsible Officer of the Borrower (A)
certifying that (1) such Permitted Acquisition complies with the requirements of
this Credit Agreement and (2) after giving effect to such Permitted Acquisition
and any borrowings in connection therewith, the Borrower believes in good faith
that it will have sufficient availability under the Existing Facilities to meet
its ongoing working capital requirements and (B) demonstrating compliance with
clauses (b), (d) and (e)(i) of the definition of the Permitted
Acquisition.


    
      
         


      

      
        43

        
          

        

      

      
         


      

    

     

    Documents
required to be delivered pursuant to Section 5.1(a) or
(b) or Section 5.2(d) (to
the extent any such documents are included in materials otherwise filed with the
Securities and Exchange Commission) may be delivered electronically and shall be
deemed to have been delivered on the date (i) on which the Borrower posts such
documents, or provides a link thereto on the Borrower’s website on the Internet
at its website; or (ii) on which such documents are posted on the Borrower’s
behalf on an Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); provided that the
Borrower shall deliver paper copies of such documents to the Administrative
Agent or any Lender that requests the Borrower to deliver such paper copies
until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender.

    


    5.3            Notices.

    


    Give
notice to the Administrative Agent (which shall promptly transmit such notice to
each Lender) of:

    


    (a)           Defaults.  Promptly
(but in any event within two (2) Business Days), after any Credit Party knows
thereof, the occurrence of any Default or Event of Default.

    


    (b)           Legal
Proceedings.  Promptly, any litigation, or any investigation or
proceeding (including without limitation, any environmental or Governmental
Authority proceeding) known to any Credit Party, relating to the Borrower or any
of its Subsidiaries which, if adversely determined, would reasonably be expected
to have a Material Adverse Effect.

    


    (c)           ERISA.  Promptly,
on any Credit Party gaining knowledge of (i) the occurrence of any Reportable
Event with respect to any Single Employer Plan, (ii) a failure by any Credit
Party or any ERISA Affiliate to make any required contribution to a Single
Employer Plan required to meet the minimum funding standard set forth in ERISA
and the Code with respect thereto, (iii) the creation of any Lien on the assets
of any Credit Party or any ERISA Affiliate in favor of the PBGC (other than a
Permitted Lien) or a Plan, or (iv) with respect to any Multiemployer Plan, the
assessment of any withdrawal liability against any Credit Party or any ERISA
Affiliate, or the termination, Reorganization or Insolvency of, any
Multiemployer Plan; and in each case in clauses (i) and (iv) above, such event
or condition would reasonably be expected to have a Material Adverse
Effect.

    


    (d)           Other.  Promptly,
any other development or event which a Responsible Officer gains knowledge of
which would reasonably be expected to have a Material Adverse
Effect.

    


    Each
notice pursuant to this Section 5.3 shall be
accompanied by a statement of a Responsible Officer setting forth details of the
occurrence referred to therein and stating what action the Borrower proposes to
take with respect thereto.


    
      
         


      

      
        44

        
          

        

      

      
         


      

    

     

    5.4            Maintenance of Existence;
Compliance with Laws; Contractual Obligations.

     

    (a)    Subject to
Section 6.4,
each Credit Party will at all times preserve and keep in full force and effect
its and the corporate existence of each of its Subsidiaries (unless merged into
the Borrower or a Subsidiary) and all rights and franchises of itself and its
Subsidiaries unless, in the good faith judgment of the Borrower, the termination
of or failure to preserve and keep in full force and effect such corporate
existence, right or franchise would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

    


    (b)           Comply
with all Requirements of Law, ordinances or governmental rules or regulations to
which each of them is subject, including, without limitation, Environmental Laws
and ERISA-related Requirements of Law, and obtain and maintain in effect all
licenses, certificates, permits, franchises and other governmental
authorizations necessary to the ownership of their respective properties or to
the conduct of their respective businesses, in each case to the extent necessary
to ensure that non-compliance with such laws, ordinances or governmental rules
or regulations or failures to obtain or maintain in effect such licenses,
certificates, permits, franchises and other governmental authorizations would
not reasonably be expected, individually or in the aggregate, to have a Material
Adverse Effect.

    


    (c)           Fully
perform and satisfy all of its obligations under all of its contractual
obligations except to the extent that failure to perform and satisfy such
obligations would not reasonably be expected, in the aggregate, to have a
Material Adverse Effect.

    


    5.5            Maintenance of Property;
Insurance.

    


    (a)           Maintain
and keep, or cause to be maintained and kept, their respective properties in
good repair, working order and condition (other than ordinary wear and tear), so
that the business carried on in connection therewith may be properly conducted
at all times, provided that this
Section 5.5
shall not prevent the Borrower or any Subsidiary from discontinuing the
operation and the maintenance of any of its properties if such discontinuance is
desirable or acceptable in the conduct of its business and the Borrower has
concluded that such discontinuance would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

    


    (b)           Maintain,
with financially sound and reputable insurers, insurance with respect to their
respective properties and businesses against such casualties and contingencies,
of such types, on such terms and in such amounts (including deductibles,
co-insurance and self-insurance, if adequate reserves are maintained with
respect thereto) as is customary in the case of entities of established
reputations engaged in the same or a similar business and similarly situated;
and furnish to the Administrative Agent, upon written request, full information
as to the insurance carried.

    


    5.6            Inspection of Property;
Books and Records; Discussions.

    


    Keep
proper books of records and account in which full, true and correct entries in
conformity with GAAP and all Requirements of Law shall be made of all dealings
and transactions in relation to its businesses and activities; and permit,
during regular business hours and upon reasonable notice by the Administrative
Agent or any Lender, the Administrative Agent or any such Lender to visit and
inspect any of its properties and examine and make abstracts (including
photocopies) from any of its books and records at any reasonable time, and to
discuss the business, operations, properties and financial and other condition
of the Credit Parties and their Subsidiaries with officers and employees of the
Credit Parties and their Subsidiaries and with their independent certified
public accountants.  The cost of the inspection referred to in the
preceding sentence shall be for the account of the Lenders unless an Event of
Default has occurred and is continuing, in which case the cost of such
inspection shall be for the account of the Borrower.


    
      
         


      

      
        45

        
          

        

      

      
         


      

    

     

    5.7            Use of
Proceeds.

    


    Use the
Term Loans solely for the purposes provided in Section
3.10.

    


    5.8           
Additional
Guarantors.

    


    Where
Domestic Subsidiaries of the Borrower that are not Credit Parties hereunder (the
“Non-Guarantor
Subsidiaries”) shall at any time constitute more than either

    


    (a)           twenty
five percent (25%), in the aggregate, of Consolidated Assets, or

    


    (b)           twenty
five percent (25%), in the aggregate, of Consolidated Net Income,

    


    (collectively,
the “Threshold
Requirement”), the Borrower shall promptly so notify the Administrative
Agent and shall cause one or more Domestic Subsidiaries to become a “Guarantor”
hereunder within thirty (30) days after such notice by (a) executing a Joinder
Agreement and (b) delivering such other documentation as the Administrative
Agent may reasonably request in connection with the foregoing, including,
without limitation, certified resolutions and other organizational and
authorizing documents of such Person and favorable opinions of counsel to such
Person (which shall cover, among other things, the legality, validity, binding
effect and enforceability of the documentation referred to above), all in form,
content and scope reasonably satisfactory to the Administrative Agent such that
immediately after the joinder of such Domestic Subsidiaries as Guarantors
hereunder, the remaining Non-Guarantor Subsidiaries shall not, either
individually or as a group, exceed the Threshold Requirement.

    


    For
purposes of determining compliance with this Section 5.8, the
Threshold Requirement shall be tested (i) at the end of each fiscal quarter of
the Borrower and (ii) at the time any Permitted Acquisition with a purchase
price of $50,000,000 is consummated.

    


    In
addition to the foregoing requirements of this Section 5.8, the
Borrower shall cause any Domestic Subsidiary that guarantees the obligations of
the Borrower under the Senior Notes (and which is not a Guarantor) to promptly
become a “Guarantor” hereunder by executing and delivering to the Administrative
Agent a Joinder Agreement and such other documentation as contemplated above;
provided that
the Administrative Agent shall, at the Borrower's request and without the need
for any action by or approval of any Lender, release such Domestic Subsidiary
from its obligations as a Guarantor and such Domestic Subsidiary shall cease to
be a “Guarantor” so long as such Domestic Subsidiary is not otherwise required
to be a Guarantor pursuant to the requirements of this Section 5.8 above and
substantially concurrently with such release such Domestic Subsidiary is
released from its guaranty obligations under the Note Purchase
Agreement.


    
      
         


      

      
        46

        
          

        

      

      
         


      

    

     

    5.9           Financial
Covenants.

    


    (a)           Leverage
Ratio.  On a consolidated basis, maintain a Leverage Ratio as
of the end of each fiscal quarter of the Borrower of less than or equal to 3.00
to 1.0.

    


    (b)           Interest Coverage
Ratio.  On a consolidated basis, maintain an Interest Coverage
Ratio as of the end of each fiscal quarter of the Borrower of greater than or
equal to 4.00 to 1.0.

    


    5.10          Payment of
Obligations.

    


    File all
income tax or similar tax returns required to be filed in any jurisdiction and
to pay and discharge all taxes shown to be due and payable on such returns and
all other taxes, assessments, governmental charges, or levies payable by any of
them, to the extent such taxes and assessments have become due and payable and
before they have become delinquent, provided that neither
the Borrower nor any Subsidiary need pay any such tax or assessment if
(a) the amount, applicability or validity thereof is contested by the
Borrower or such Subsidiary on a timely basis in good faith and in appropriate
proceedings, and the Borrower or a Subsidiary has established adequate reserves
therefore in accordance with GAAP on the books of the Borrower or such
Subsidiary or (b) the nonpayment of all such taxes and assessments in the
aggregate would not reasonably be expected to have a Material Adverse
Effect.

    


    5.11          Environmental
Laws.

    


    (a)           Except
to the extent that the failure to do so would not reasonably be expected to have
a Material Adverse Effect, (i) comply in all material respects with and take
commercially reasonable steps to ensure compliance in all material respects by
all tenants and subtenants, if any, with, all applicable Environmental Laws and
(ii) obtain and comply in all material respects with and maintain, and take
commercially reasonable steps to ensure that all tenants and subtenants obtain
and comply in all material respects with and maintain, any and all licenses,
approvals, notifications, registrations or permits required by applicable
Environmental Laws;

    


    (b)           Except
to the extent that the failure to do so would not reasonably be expected to have
a  Material Adverse Effect, (i) conduct and complete all
investigations, studies, sampling and testing, and all remedial, removal and
other actions required under Environmental Laws and (ii) promptly comply in all
material respects with all lawful orders and directives of all Governmental
Authorities regarding Environmental Laws; and

    


    (c)           Defend,
indemnify and hold harmless the Administrative Agent and the Lenders, and their
respective employees, agents, officers and directors and affiliates, from and
against any and all claims, demands, penalties, fines, liabilities, settlements,
damages, costs and expenses of whatever kind or nature known or unknown,
contingent or otherwise, arising out of, or in any way relating to the violation
of, noncompliance with or liability under, any Environmental Law applicable to
the operations of the Borrower or any of its Subsidiaries or their Properties,
or any orders, requirements or demands of Governmental Authorities related
thereto, including, without limitation, reasonable attorney’s and consultant’s
fees, investigation and laboratory fees, response costs, court costs and
litigation expenses, except to the extent that any of the foregoing arise out of
the gross negligence or willful misconduct of the party seeking indemnification
therefor.  The agreements in this paragraph shall survive repayment of
the Notes and all other amounts payable hereunder.


    
      
         


      

      
        47

        
          

        

      

      
         


      

    

     

    SECTION
6

    NEGATIVE
COVENANTS

    


    The
Credit Parties covenant and agree that on the Closing Date, and so long as this
Credit Agreement is in effect and until no Term Loans remain outstanding and all
amounts owing hereunder or under any other Credit Document or in connection
herewith or therewith have been paid in full, the Credit Parties shall not and
shall not permit any Subsidiary to with respect to Sections 6.2 through
6.10 and the
Subsidiaries shall not with respect to Sections 6.1 and
6.11:

    


    6.1            Indebtedness.

    


    At any
time, create, incur, assume or suffer to exist any Indebtedness,
except:

    


    (a)           Indebtedness
represented by the Credit Party Obligations;

    


    (b)           Indebtedness
of any Subsidiary owing to the Borrower or any other Subsidiary;

    


    (c)           Indebtedness
existing as of the Closing Date and set forth on Schedule
6.1;

    


    (d)           Indebtedness
of the Subsidiaries incurred after the Closing Date consisting of Capital Leases
or Indebtedness incurred to provide all or a portion of the purchase price or
cost of construction of an asset; provided that (i)
such Indebtedness when incurred shall not exceed the purchase price or cost of
construction of such asset and (ii) no such Indebtedness shall be refinanced for
a principal amount in excess of the principal balance outstanding thereon at the
time of such refinancing;

    


    (e)           Indebtedness
and obligations owing under Hedging Agreements entered into in order to manage
existing or anticipated interest rate or exchange rate risks and not for
speculative purposes;

    


    (f)           Guaranty
Obligations in respect of Indebtedness of a Credit Party to the extent the
incurrence or existence of such Indebtedness is not prohibited by this Section
6.1;

    


    (g)           Indebtedness
of any Person (i) that is existing at the time such Person is acquired by, or
merged or consolidated with or into, the Borrower or a Subsidiary of the
Borrower, and (ii) that is not created in contemplation of such
event;


    
      
         


      

      
        48

        
          

        

      

      
         


      

    

     

    (h)           Indebtedness
arising from (i) the endorsement of negotiable instruments for deposit or
collection or similar transactions in the ordinary course of business, or (ii)
the honoring by a bank or other financial institution of a check, draft or
similar instrument inadvertently (except in the case of daylight overdrafts)
drawn against insufficient funds in the ordinary course of
business;

    


    (i)           any
refunding or refinancing of any Indebtedness referred to in this Section 6.1, provided
that any such refunding or refinancing does not increase the principal amount
thereof; and

    


    (j)           other
Indebtedness of the Subsidiaries in an aggregate amount not to exceed
$75,000,000.

    


    6.2      
Liens.

    


    Contract,
create, incur, assume or permit to exist any Lien with respect to any of its
property or assets of any kind (whether real or personal, tangible or
intangible), whether now owned or hereafter acquired, except for Permitted
Liens.

    


    6.3       Nature of
Business.

    


    Engage in
any Material line of business substantially different from those lines of
business conducted by the Credit Parties and the Subsidiaries on the date hereof
or any business substantially related or incidental thereto.

    


    6.4      Mergers, Sale of Assets and
Indebtedness of Subsidiaries

    


    (a)           Dissolve,
liquidate or wind up its affairs, sell, transfer, lease or otherwise dispose of
its property or assets or agree to do so at a future time; provided that the
following, without duplication, shall be expressly permitted (including under
Section
5.4):

    


    (i)       
the sale, transfer, lease or other disposition of inventory and materials in the
ordinary course of business;

    


    (ii)       the
sale by Paoli Inc., an Iowa corporation, of its accounts receivable in
connection with a securitization of such accounts;

    


    (iii)      the
sale, transfer or other disposition of cash and Cash Equivalents;

    


    (iv)     
(A) the disposition of property or assets as a direct result of a Recovery Event
or (B) the sale, lease, transfer or other disposition of machinery, parts and
equipment no longer used or useful in the conduct of the business of the
Borrower or any of its Subsidiaries;


    
      
         


      

      
        49

        
          

        

      

      
         


      

    

     

    (v)      the
sale, lease or transfer of property or assets between and among the Borrower and
its Subsidiaries; and

    


    (vi)     
the sale, lease or transfer of property or assets not to exceed 15% of
Consolidated Net Tangible Assets (determined at the time of such sale, lease or
transfer) in the aggregate in any fiscal year; or

    


    (b)           (i)
purchase, lease or otherwise acquire (in a single transaction or a series of
related transactions) substantially all of the property or assets of any Person
(other than in connection with investments or acquisitions permitted pursuant to
Section 6.5) or
(ii) enter into any transaction of merger or consolidation, except for (A)
investments or acquisitions permitted pursuant to Section 6.5, and
(B) the merger or consolidation of the Borrower and any of its Subsidiaries
or by and between any of the Subsidiaries; provided that if the
Borrower is a party thereto, the Borrower will be the surviving
corporation.

    


    6.5            Advances, Investments and
Loans.

    


    At any
time make or permit to remain outstanding any loan or advance to, or guarantee,
endorse or otherwise be or become contingently liable, directly or indirectly,
in connection with the obligations, stock or dividends of, or own, purchase or
acquire any stock, obligations or Securities of, or any other interest in, or
make any capital contribution to (collectively, “Investments”), any
Person, except that (each of the following, collectively, “Permitted
Investments”):

    


    (a)           the
Borrower may make or permit to remain outstanding Investments to or in any
Subsidiary and any Subsidiary may make or permit to remain outstanding
Investments to or in the Borrower or any other Subsidiary;

    


    (b)           the
Borrower and any Subsidiary may make Permitted Acquisitions;

    


    (c)           the
Borrower and its Subsidiaries may own, purchase or acquire cash and Cash
Equivalents;

    


    (d)           the
Borrower and its Subsidiaries may make loans and advances to employees (other
than any officer or director) of the Borrower or its Subsidiaries in an
aggregate amount not to exceed $5,000,000 at any time outstanding;

    


    (e)           the
Borrower and its Subsidiaries may make loans to and enter into Guaranty
Obligations for the account of distributors in the ordinary course of business
in an amount as to each distributor not in excess of the greater of purchases
for the preceding three months or projected three months of
purchases;

    


    (f)           the
Borrower and any Subsidiary may make Investments in an aggregate amount at any
time not to exceed $50,000,000 in any evidence of Indebtedness the interest on
which is exempt from federal income taxation under the Code, of issuers with
long-term debt ratings, at any date of determination, P-2 (or the equivalent
thereof) or better by Moody's, or A-2 (or the equivalent thereof) or better by
S&P and/or auction rate preferred stock issued by a corporation or
association organized and existing under the laws of any State of the U.S. or
the District of Columbia, with a long-term debt rating, at any date of
determination, of P-2 (or the equivalent thereof) or better by Moody's, or A-2
(or the equivalent thereof) or better by S&P;

     

    
      
        
           


        

        
          50

          
            

          

        

        
           


        

      

    

     

    (g)           Pearl
City Insurance Company, a Vermont corporation, may make Investments in an
aggregate amount not to exceed $50,000,000 at any one time outstanding so long
as such Investments are in accordance with the investment policy of Pearl City
Insurance Company as in effect at the time of such Investment;

     

    (h)           Investments
permitted under Section
6.4;

     

    (i)            
guarantees permitted by Section 6.1(f);
and

    


    (j)           
the Borrower and Subsidiaries may make or permit to remain outstanding any
Investment in any other Person, which is not otherwise included in the foregoing
clauses (a) through (i), inclusive, provided that the aggregate of
such Investments shall not, at any time, exceed 15% of Consolidated Net Tangible
Assets determined at such time.

    


    Investments
shall be valued at cost, less any return of capital thereon.

    


    6.6            Transactions with
Affiliates.

     

    Enter
into directly or indirectly any Material transaction or Material group of
related transactions (including without limitation the purchase, lease, sale or
exchange of properties of any kind or the rendering of any service) with any
Affiliate (other than the Borrower or another Subsidiary or an employee stock
ownership plan for the benefit of employees of the Borrower or any Subsidiary),
except pursuant to the reasonable requirements of the Borrower’s or such
Subsidiary’s business and upon fair and reasonable terms no less favorable to
the Borrower or such Subsidiary than would be obtainable in a comparable
arm’s-length transaction with a Person not an Affiliate or, if such transaction
is not one which by its nature could be obtained from any such Person, is on
fair and reasonable terms.

    


    6.7            Fiscal Year; Organizational
Documents.

    


    Neither change its fiscal year nor
amend, modify or change its articles of incorporation (or corporate charter or
other similar organizational document) or bylaws (or other similar document) in
any manner materially adverse to the interests of the Lenders without the prior
written consent of the Administrative Agent.

    


    6.8            Limitation on Restricted
Actions.

    


    Directly
or indirectly, create or otherwise cause or suffer to exist or become effective
any encumbrance or restriction on the ability of any Subsidiary to (a) pay
dividends or make any other distributions to the Borrower on its Capital Stock
or with respect to any other interest or participation in, or measured by, its
profits, (b) pay any Indebtedness or other obligation owed to the Borrower, (c)
make loans or advances to the Borrower, (d) sell, lease or transfer any of its
properties or assets to the Borrower, or (e) act as a guarantor of the Borrower
pursuant to the Credit Documents or any renewals, refinancings, exchanges,
refundings or extension thereof, except (in respect of any of the matters
referred to in clauses (a) through (d) above) for (i) such encumbrances or
restrictions existing under or by reason of (A) this Credit Agreement and the
other Credit Documents, (B) applicable law, (C) any Permitted Lien or any
document or instrument governing any Permitted Lien (provided that any
such restriction contained therein relates only to the asset or assets subject
to such Permitted Lien), (D) any agreement relating to any Indebtedness issued
by a Subsidiary on or prior to the date on which such Subsidiary became a
Subsidiary or was acquired by the Borrower (other than Indebtedness issued as
consideration in, or to provide all or any portion of the funds utilized to
consummate, the transaction or series of related transactions in contemplation
of or pursuant to which such Person became a Subsidiary or was acquired by the
Borrower) and outstanding on such date, and (E) customary non-assignment
provisions in leases governing leasehold interests to the extent such provisions
restrict the transfer of the lease, (ii) any requirement that a non-wholly-owned
Subsidiary make Restricted Payments to all owners of its equity interests,
including owners other than the Borrower or other Subsidiaries, in accordance
with their respective equity interests, and (iii) a requirement that a
Subsidiary give the holders of any Indebtedness of such Subsidiary not more than
thirty days prior written notice of its intention to pay a dividend to its
stockholders, and except (in respect of the matters referred to in clause (e)
above) for restrictions in the Note Purchase Agreement, provided that the Note
Purchase Agreement does not so restrict any Subsidiary that has guaranteed the
Borrower’s obligations under the Senior Notes.


    
      
         


      

      
        51

        
          

        

      

      
         


      

    

     

    6.9            Restricted
Payments.

    


    Directly
or indirectly, declare, order, make or set apart any sum for or pay any
Restricted Payment, except (a) to make dividends payable solely in the same
class of Capital Stock of such Person, (b) to make dividends or other
distributions payable to the Borrower or other Subsidiaries and (c) the Borrower
may make other Restricted Payments so long as, after giving effect thereto on a
Pro Forma Basis, no Default or Event of Default shall exist.

    


    6.10          Sale
Leasebacks.

    


    Directly
or indirectly, become or remain liable for amounts outstanding in excess of
$50,000,000 at any time outstanding as lessee or as guarantor or other surety
with respect to any lease, whether an operating lease or a Capital Lease, of any
property (whether real, personal or mixed), whether now owned or hereafter
acquired, (a) which the Borrower has sold or transferred or is to sell or
transfer or (b) which the Borrower intends to use for substantially the same
purpose as any other property which has been sold or is to be sold or
transferred by the Borrower in connection with such lease.

    


    6.11          No Further Negative
Pledges.

    


    Enter
into, assume or become subject to any agreement prohibiting or otherwise
restricting the creation or assumption of any Lien upon its properties or
assets, whether now owned or hereafter acquired, in favor of the Administrative
Agent (for the benefit of the Lenders) to secure the Credit Party Obligations
(provided that any restriction (a) on the amount of Indebtedness under this
Credit Agreement and the other Credit Documents that can be secured shall not be
deemed a restriction prohibited by this Section 6.11 so
long as the permitted amount of secured Indebtedness is equal to or greater than
the Term Loan hereunder and (b) in the Note Purchase Agreement or the Existing
Facilities shall not be deemed a restriction prohibited by this Section 6.11 if such
Liens in favor of the Administrative Agent shall be permitted thereunder on the
condition that the Senior Notes or the Credit Party Obligations (as defined in
the Existing Facilities), as applicable, be equally and ratably secured with the
Credit Party Obligations secured thereby pursuant to an agreement reasonably
satisfactory to the Required Holders (as defined in the Note Purchase Agreement)
or the Required Lenders (as defined in the Existing Facilities), as
applicable.


    
      
         


      

      
        52

        
          

        

      

      
         


      

    

     

    SECTION
7

    EVENTS OF
DEFAULT

    


    7.1            Events of
Default.

    


    An Event
of Default shall exist upon the occurrence of any of the following specified
events (each an “Event
of Default”):

    


    (a)           The
Borrower shall fail to pay any principal on the Term Loan when due in accordance
with the terms hereof or the Borrower shall fail to pay any interest on the Term
Loan or any Fee or other amount payable hereunder when due in accordance with
the terms hereof and such failure shall continue unremedied for three (3)
Business Days (or any Guarantor shall fail to pay on the Guaranty in respect of
any of the foregoing or in respect of any other Guaranty Obligations thereunder
within the aforesaid period of time); or

    


    (b)           Any
representation or warranty made or deemed made herein or in any of the other
Credit Documents or which is contained in any certificate, document or financial
or other statement furnished at any time under or in connection with this Credit
Agreement shall prove to have been incorrect, false or misleading in any
material respect on or as of the date made or deemed made; or

    


    (c)           (i)
Any Credit Party shall fail to perform, comply with or observe any term,
covenant or agreement applicable to it contained in Sections 5.3(a),
5.4(a) or 5.9 or in Section 6; or (ii)
any Credit Party shall fail to perform, comply with or observe any covenant or
agreement contained in Section 5.1 and
such failure shall continue unremedied for a period of five (5) Business Days;
or (iii) any Credit Party shall fail to comply with any other covenant contained
in this Credit Agreement or the other Credit Documents (other than as described
in Sections
7.1(a), 7.1(b), 7.1(c)(i) or 7.1(c)(ii) above),
and in the event such breach or failure to comply is capable of cure, is not
cured within thirty (30) days of its occurrence; or

    


    (d)           Any
Credit Party or any of its Subsidiaries shall (i) default in any payment of
principal of or interest on any Indebtedness (other than the Notes) in a
principal amount outstanding of at least $30,000,000 in the aggregate for the
Credit Parties and their Subsidiaries beyond the period of grace, if any,
provided in the instrument or agreement under which such Indebtedness was
created or (ii) default in the observance or performance of any agreement or
condition relating to any Indebtedness in a principal amount outstanding of at
least $30,000,000 in the aggregate for the Credit Parties or their Subsidiaries
or contained in any instrument or agreement evidencing, securing or relating
thereto, or any other event shall occur or condition exist, the effect of which
default or other event or condition is to cause, or to permit the holder or
holders of such Indebtedness or beneficiary or beneficiaries of such
Indebtedness (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, with the giving of notice if required,
such Indebtedness to become due prior to its stated maturity;
or


    
      
         


      

      
        53

        
          

        

      

      
         


      

    

     

    (e)           (i)
Any Credit Party or any of its Significant Subsidiaries shall commence any case,
proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or (B)
seeking appointment of a receiver, trustee, custodian, conservator or other
similar official for it or for all or any substantial part of its assets, or any
Credit Party or any of its Significant Subsidiaries shall make a general
assignment for the benefit of its creditors; or (ii) there shall be commenced
against any Credit Party or any of its Significant Subsidiaries any case,
proceeding or other action of a nature referred to in clause (i) above which (A)
results in the entry of an order for relief or any such adjudication or
appointment or (B) remains undismissed, undischarged or unbonded for a period of
60 consecutive days; or (iii) there shall be commenced against any Credit Party
or any of its Significant Subsidiaries any case, proceeding or other action
seeking issuance of a warrant of attachment, execution, distraint or similar
process against all or any substantial part of its assets which results in the
entry of an order for any such relief which shall not have been vacated,
discharged, or stayed or bonded pending appeal within 60 days from the entry
thereof; or (iv) any Credit Party or any of its Significant Subsidiaries shall
take any action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any of the acts set forth in clauses (i), (ii), or (iii) above;
or (v) any Credit Party or any of its Significant Subsidiaries shall generally
not, or shall be unable to, or shall admit in writing its inability to, pay its
debts as they become due (for purposes hereof, “Significant
Subsidiary” means at any time, a Subsidiary of the Borrower that accounts
for more than (i) 15% of Consolidated Assets or (ii) 15% of
Consolidated Net Income); or

    


    (f)           One
or more judgments or decrees shall be entered against any Credit Party or any of
its Subsidiaries involving in the aggregate a liability (to the extent not paid
when due or covered by insurance) of $30,000,000 or more and all such judgments
or decrees shall not have been paid and satisfied, vacated, discharged, stayed
or bonded pending appeal within 45 days from the entry thereof; or

    


    (g)           (i)
Any Person shall engage in any non-exempt “prohibited transaction” (as defined
in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii)
any “accumulated funding deficiency” (as defined in Section 302 of ERISA),
whether or not waived, shall exist with respect to any Plan or any Lien in favor
of the PBGC or a Plan (other than a Permitted Lien) shall arise on the assets of
any Credit Party or any ERISA Affiliate, (iii) a Reportable Event shall
occur with respect to, or proceedings under Title IV of ERISA shall commence to
have a trustee appointed, or a trustee shall be appointed under Title IV of
ERISA, to administer or to terminate, any Single Employer Plan, which Reportable
Event or commencement of proceedings or appointment of a trustee is, in the
reasonable opinion of the Required Lenders, likely to result in the termination
of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan
shall terminate for purposes of Title IV of ERISA, or (v) any Credit Party
or any ERISA Affiliate shall incur any liability in connection with a withdrawal
from, or the Insolvency or Reorganization of, any Multiemployer Plan; and in
each case in clauses (i) through (v) above, such event or condition, together
with all other such events or conditions, if any, would reasonably be expected
to have a Material Adverse Effect; or


    
      
         


      

      
        54

        
          

        

      

      
         


      

    

     

    (h)           There
shall occur a Change of Control; or

    


    (i)           
The Guaranty or any provision thereof shall cease to be in full force and effect
or any Guarantor or any Person acting by or on behalf of any Guarantor shall
deny or disaffirm any Guarantor’s obligations under the Guaranty;
or

    


    (j)          
 The Credit Agreement or any Note shall fail to be in full force and effect
or to give the Administrative Agent and/or the Lenders the rights, powers and
privileges purported to be created thereby, or any Credit Party or any Person
acting by or on behalf of any Credit Party shall deny or disaffirm any Credit
Party Obligation.

    


    7.2            Acceleration;
Remedies.

    


    Upon the
occurrence and during the continuance of an Event of Default, the Administrative
Agent may, or upon the request and direction of the Required Lenders shall, by
written notice to the Borrower take any of the following actions (including any
combination of such actions):

    


    (a)      Acceleration.  Declare
the unpaid principal of and any accrued interest in respect of the Term Loan and
any and all other indebtedness or obligations (including, without limitation,
Fees) of any and every kind owing by any Credit Party to the Administrative
Agent and/or any of the Lenders hereunder to be due, whereupon the same shall be
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by each Credit Party.

    


    (b)      Enforcement of
Rights.  Exercise any and all rights and remedies created and
existing under the Credit Documents, whether at law or in equity.

    


    (c)       Rights Under Applicable
Law.  Exercise any and all rights and remedies available to the
Administrative Agent or the Lenders under applicable law.

    


    Notwithstanding
the foregoing, if an Event of Default specified in Section 7.1(e) shall
occur, then all Term Loans, all accrued interest in respect thereof, all accrued
and unpaid Fees and other indebtedness or obligations owing to the
Administrative Agent and/or any of the Lenders hereunder automatically shall
immediately become due and payable without presentment, demand, protest or the
giving of any notice or other action by the Administrative Agent or the Lenders,
all of which are hereby waived by the Borrower.


    
      
         


      

      
        55

        
          

        

      

      
         


      

    

     

    7.3            Rescission of
Acceleration.

    


    Anything
in Section 7.2
to the contrary notwithstanding, the Administrative Agent shall at the direction
of the Required Lenders, rescind and annul any acceleration pursuant to Section 7.2(b) by
written instrument filed with the Borrower, provided, however, that at the time
such acceleration is so rescinded and annulled:

    


    (a)      
all past due interest and principal, if any, on the Notes and all other sums
payable under this Credit Agreement (except any principal and interest on any
Notes which has become due and payable solely by reason of such acceleration)
shall have been duly paid; and

    


    (b)      
no other Event of Default shall have occurred and be continuing which shall not
have been waived in accordance with this Credit Agreement.

    


    


    SECTION
8

    AGENCY
PROVISIONS

    


    8.1            Appointment.

    


    Each
Lender hereby irrevocably designates and appoints Wachovia as the Administrative
Agent of such Lender under this Credit Agreement, and each such Lender
irrevocably authorizes Wachovia, as the Administrative Agent for such Lender, to
take such action on its behalf under the provisions of this Credit Agreement and
to exercise such powers and perform such duties as are expressly delegated to
the Administrative Agent by the terms of this Credit Agreement, together with
such other powers as are reasonably incidental
thereto.  Notwithstanding any provision to the contrary elsewhere in
this Credit Agreement, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Credit Agreement or otherwise exist against the Administrative
Agent.

    


    8.2           
Delegation of
Duties.

    


    The
Administrative Agent may execute any of its duties under this Credit Agreement
by or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties.  The
Administrative Agent shall not be responsible for the negligence or misconduct
of any agents or attorneys-in-fact selected by it with reasonable
care.  Without limiting the foregoing, the Administrative Agent may
appoint one of its affiliates as its agent to perform the functions of the
Administrative Agent hereunder relating to the advancing of funds to the
Borrower and distribution of funds to the Lenders and to perform such other
related functions of the Administrative Agent hereunder as are reasonably
incidental to such functions.


    
      
         


      

      
        56

        
          

        

      

      
         


      

    

     

    8.3            Exculpatory
Provisions.

    


    Neither
the Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be (a) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection with
this Credit Agreement (except for its or such Person’s own gross negligence or
willful misconduct) or (b) responsible in any manner to any of the Lenders for
any recitals, statements, representations or warranties made by any Credit Party
or any officer thereof contained in this Credit Agreement or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection with, this Credit Agreement
or for the value, validity, effectiveness, genuineness, enforceability or
sufficiency of any of the Credit Documents or for any failure of any Credit
Party to perform its obligations hereunder or thereunder.  The
Administrative Agent shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance by any Credit Party
of any of the agreements contained in, or conditions of, this Credit Agreement,
or to inspect the properties, books or records of any Credit Party.

    


    8.4            Reliance by Administrative
Agent.

    


    The
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon any Note, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it in good faith
to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Credit Parties), independent accountants and
other experts selected by the Administrative Agent.  The
Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless (a) a written notice of assignment, negotiation
or transfer thereof shall have been filed with the Administrative Agent and (b)
the Administrative Agent shall have received the written agreement of such
assignee to be bound hereby as fully and to the same extent as if such assignee
were an original Lender party hereto, in each case in form satisfactory to the
Administrative Agent.  The Administrative Agent shall be fully
justified in failing or refusing to take any action under this Credit Agreement
unless it shall first receive such advice or concurrence of the Required Lenders
as it deems appropriate or it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any such action.  The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under any of the Credit Documents in accordance with a
request of the Required Lenders or all of the Lenders, as may be required under
this Credit Agreement, and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders and all future holders of
the Notes.

    


    8.5            Notice of
Default.

    


    The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received notice from a Lender or the Borrower referring
to this Credit Agreement, describing such Default or Event of Default and
stating that such notice is a “notice of default”.  If the
Administrative Agent receives such a notice, the Administrative Agent shall give
prompt notice thereof to the Lenders.  The Administrative Agent shall
take such action with respect to such Default or Event of Default as the
Required Lenders shall reasonably direct; provided, however, that unless
and until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Lenders except
to the extent that this Credit Agreement expressly requires that such action be
taken, or not taken, only with the consent or upon the authorization of the
Required Lenders, or all of the Lenders, as the case may be.


    
      
         


      

      
        57

        
          

        

      

      
         


      

    

     

    8.6            Non-Reliance on
Administrative Agent and Other Lenders.

    


    Each
Lender expressly acknowledges that neither the Administrative Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or affiliates has
made any representation or warranty to it and that no act by the Administrative
Agent hereinafter taken, including any review of the affairs of the Credit
Parties, shall be deemed to constitute any representation or warranty by the
Administrative Agent to any Lender.  Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Credit Parties and made its own decision
to make its Term Loans hereunder and enter into this Credit
Agreement.  Each Lender also represents that it will, independently
and without reliance upon the Administrative Agent or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Credit Agreement, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Credit Parties.  Except for notices, reports and other documents
expressly required to be furnished to the Lenders by the Administrative Agent
hereunder, the Administrative Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the business,
operations, property, condition (financial or otherwise), prospects or
creditworthiness of the Credit Parties which may come into the possession of the
Administrative Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates.

    


    8.7            Indemnification.

    


    The
Lenders agree to indemnify the Administrative Agent in its capacity hereunder
(to the extent not reimbursed by the Credit Parties and without limiting the
obligation of the Credit Parties to do so), ratably according to the respective
outstanding principal amount of the Term Loans held by each Lender on the date
on which indemnification is sought under this Section, from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever which may at any
time (including, without limitation, at any time following the payment of the
Term Loans) be imposed on, incurred by or asserted against the Administrative
Agent in any way relating to or arising out of any Credit Document or any
documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the
Administrative Agent under or in connection with any of the foregoing; provided, however, that no
Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements to the extent resulting from the Administrative
Agent’s gross negligence or willful misconduct, as determined by a court of
competent jurisdiction pursuant to a final non-appealable
judgment.  The agreements in this Section 8.7
shall survive the termination of this Credit Agreement and payment of the Term
Loans and all other amounts payable hereunder.


    
      
         


      

      
        58

        
          

        

      

      
         


      

    


    


    8.8            Administrative Agent in Its
Individual Capacity.

    


    The
Administrative Agent and its affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Borrower as though the
Administrative Agent were not the Administrative Agent
hereunder.  With respect to its Term Loans made or renewed by it and
any Note issued to it, the Administrative Agent shall have the same rights and
powers under this Credit Agreement as any Lender and may exercise the same as
though it were not the Administrative Agent, and the terms “Lender” and
“Lenders” shall include the Administrative Agent in its individual
capacity.

    


    8.9            Successor Administrative
Agent.

    


    The
Administrative Agent may resign as Administrative Agent upon 30 days’ prior
notice to the Borrower and the Lenders.  If the Administrative Agent
shall resign as Administrative Agent under this Credit Agreement and the other
Credit Documents, then the Required Lenders shall appoint from among the Lenders
a successor agent for the Lenders, which successor agent’s appointment as such
shall be subject to the approval of the Borrower (so long as no Event of Default
has occurred and is continuing), whereupon such successor agent shall succeed to
the rights, powers and duties of the Administrative Agent, and the term
“Administrative Agent” shall mean such successor agent effective upon such
appointment and approval, and the former Administrative Agent’s rights, powers
and duties as Administrative Agent shall be terminated, without any other or
further act or deed on the part of such former Administrative Agent or any of
the parties to this Credit Agreement or any holders of the
Notes.  After any retiring Administrative Agent’s resignation as
Administrative Agent, the provisions of this Section 8.9 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent under this Credit Agreement.

    


    8.10          Patriot Act
Notice.

    


    Each
Lender and the Administrative Agent (for itself and not on behalf of any other
party) hereby notifies the Borrower that, pursuant to the requirements of the
USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26, 2001
(the “Patriot
Act”), it is required to obtain, verify and record information that
identifies the Borrower, which information includes the name and address of the
Borrower and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify the Borrower in accordance with the Patriot
Act.


    
      
         


      

      
        59

        
          

        

      

      
         


      

    

     

    8.11         
Other Agents,
Arrangers and Managers.

    


    None of
the Lenders or other Persons identified on the front page or signature pages of
this Credit Agreement as “Syndication Agent,” “Documentation Agent,” “Lead
Arranger” or “Book Runner” shall have any right, power, obligation, liability,
responsibility or duty under this Credit Agreement other than those applicable
to all Lenders as such.  Without limiting the foregoing, none of the
Lenders or other Persons so identified shall have or be deemed to have any
fiduciary relationship with any Lender.  Each Lender acknowledges that
it has not relied, and will not rely, on any of the Lenders or other Persons so
identified in deciding to enter into this Credit Agreement or in taking or not
taking action hereunder.

    


    


    SECTION
9

    GUARANTY

    


    9.1            The
Guaranty.

    


    To induce
the Lenders to enter into this Credit Agreement and any Hedging Agreement
Provider to enter into any Hedging Agreement and to extend credit hereunder and
thereunder and in recognition of the direct benefits to be received by the
Guarantors from the Extensions of Credit hereunder and any Hedging Agreement,
each of the Guarantors hereby agrees with the Administrative Agent and the
Lenders as follows:  the Guarantor hereby unconditionally and
irrevocably jointly and severally guarantees as primary obligor and not merely
as surety the full and prompt payment when due, whether upon maturity, by
acceleration or otherwise, of any and all indebtedness of the Borrower owed to
the Administrative Agent, the Lenders and the Hedging Agreement Providers under
the Credit Documents and any Hedging Agreement with a Hedging Agreement
Provider.  If any or all of such indebtedness becomes due and payable
hereunder or under any Hedging Agreement with a Hedging Agreement Provider, each
Guarantor unconditionally promises to pay such indebtedness to the
Administrative Agent, the Lenders, the Hedging Agreement Providers, or their
respective order, or demand, together with any and all reasonable expenses which
may be incurred by the Administrative Agent, the Lenders or the Hedging
Agreement Providers in collecting any of the Credit Party
Obligations.  The word “indebtedness” is used in this Section 9 in its most
comprehensive sense and includes any and all advances, debts, obligations and
liabilities of the Borrower and the Guarantors under the Credit Documents,
including specifically all Credit Party Obligations, arising in connection with
this Credit Agreement, the other Credit Documents or Hedging Agreement with a
Hedging Agreement Provider, in each case, heretofore, now, or hereafter made,
incurred or created, whether voluntarily or involuntarily, absolute or
contingent, liquidated or unliquidated, determined or undetermined, whether or
not such indebtedness is from time to time reduced, or extinguished and
thereafter increased or incurred, whether the Borrower and the Guarantors may be
liable individually or jointly with others, whether or not recovery upon such
indebtedness may be or hereafter become barred by any statute of limitations,
and whether or not such indebtedness may be or hereafter become otherwise
unenforceable.

    


    Notwithstanding
any provision to the contrary contained herein or in any other of the Credit
Documents, to the extent the obligations of a Guarantor shall be adjudicated to
be invalid or unenforceable for any reason (including, without limitation,
because of any applicable law relating to fraudulent conveyances or transfers)
then the obligations of each such Guarantor hereunder shall be limited to the
maximum amount that is permissible under applicable law (including, without
limitation, the Bankruptcy Code or its non-U.S. equivalent).


    
      
         


      

      
        60

        
          

        

      

      
         


      

    

     

    9.2            Bankruptcy.

    


    Additionally,
each of the Guarantors unconditionally and irrevocably guarantees jointly and
severally the payment of any and all Credit Party Obligations of the Borrower to
the Lenders and any Hedging Agreement Provider whether or not due or payable by
the Borrower upon the occurrence of any of the events specified in Section 7.1(e)
as applicable to the Borrower or any Significant Subsidiaries of the Borrower,
and unconditionally promises to pay such Credit Party Obligations to the
Administrative Agent for the account of the Lenders and to any such Hedging
Agreement Provider, or order, on demand, in lawful money of the United
States.  Each of the Guarantors further agrees that to the extent that
the Borrower or a Guarantor shall make a payment or a transfer of an interest in
any property to the Administrative Agent, any Lender or any Hedging Agreement
Provider, which payment or transfer or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, or otherwise is avoided,
and/or required to be repaid to the Borrower or a Guarantor, the estate of the
Borrower or a Guarantor, a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or other applicable law or
equitable cause, then to the extent of such avoidance or repayment, the
obligation or part thereof intended to be satisfied shall be revived and
continued in full force and effect as if said payment had not been
made.

    


    9.3            Nature of
Liability.

    


    The
liability of each Guarantor hereunder is exclusive and independent of any
security for or other guaranty of the Credit Party Obligations of the Borrower
whether executed by any such Guarantor, any other guarantor or by any other
party, and no Guarantor’s liability hereunder shall be affected or impaired by
(a) any direction as to application of payment by the Borrower or by any other
party, (b) any other continuing or other guaranty, undertaking or maximum
liability of a guarantor or of any other party as to the Credit Party
Obligations of the Borrower, (c) any payment on or in reduction of any such
other guaranty or undertaking, (d) any dissolution, termination or increase,
decrease or change in personnel by the Borrower, or (e) any payment made to the
Administrative Agent, the Lenders or any Hedging Agreement Provider on the
Credit Party Obligations that the Administrative Agent, such Lenders or such
Hedging Agreement Provider repay the Borrower pursuant to court order in any
bankruptcy, reorganization, arrangement, moratorium or other debtor relief
proceeding, and each of the Guarantors waives any right to the deferral or
modification of its obligations hereunder by reason of any such
proceeding.

    


    9.4            Independent
Obligation.

    


    The
obligations of each Guarantor hereunder are independent of the obligations of
any other guarantor or the Borrower, and a separate action or actions may be
brought and prosecuted against each Guarantor whether or not action is brought
against any other guarantor or the Borrower and whether or not any other
Guarantor or the Borrower is joined in any such action or
actions.


    
      
         


      

      
        61

        
          

        

      

      
         


      

    

     

    9.5            Authorization.

    


    Each of
the Guarantors authorizes the Administrative Agent, each Lender and each Hedging
Agreement Provider without notice or demand (except as shall be required by
applicable law and cannot be waived), and without affecting or impairing its
liability hereunder, from time to time to (a) renew, compromise, extend,
increase, accelerate or otherwise change the time for payment of, or otherwise
change the terms of the Credit Party Obligations or any part thereof in
accordance with this Credit Agreement and any Hedging Agreement, as applicable,
including any increase or decrease of the rate of interest thereon, (b) take and
hold security from any Guarantor or any other party for the payment of this
Guaranty or the Credit Party Obligations and exchange, enforce waive and release
any such security, (c) apply such security and direct the order or manner of
sale thereof as the Administrative Agent and the Lenders in their discretion may
determine and (d) release or substitute any one or more endorsers, Guarantors,
the Borrower or other obligors.

    


    9.6            Reliance.

    


    It is not
necessary for the Administrative Agent, the Lenders or any Hedging Agreement
Providers to inquire into the capacity or powers of the Borrower or the
officers, directors, members, partners or agents acting or purporting to act on
its behalf, and any indebtedness made or created in reliance upon the professed
exercise of such powers shall be guaranteed hereunder.

    


    9.7            Waiver.

    


    (a)       Each
of the Guarantors waives any right (except as shall be required by applicable
law and cannot be waived) to require the Administrative Agent, any Lender or any
Hedging Agreement Provider to (i) proceed against the Borrower, any other
guarantor or any other party, (ii) proceed against or exhaust any security held
from the Borrower, any other guarantor or any other party, or (iii) pursue any
other remedy in the Administrative Agent’s, any Lender’s or any Hedging
Agreement Provider’s power whatsoever.  Each of the Guarantors waives
any defense based on or arising out of any defense of the Borrower, any other
guarantor or any other party other than payment in full of the Credit Party
Obligations, including without limitation any defense based on or arising out of
the disability of the Borrower, any other guarantor or any other party, or the
unenforceability of the Credit Party Obligations or any part thereof from any
cause, or the cessation from any cause of the liability of the Borrower other
than payment in full of the Credit Party Obligations.  The
Administrative Agent or any of the Lenders may, at their election, foreclose on
any security held by the Administrative Agent or a Lender by one or more
judicial or nonjudicial sales, whether or not every aspect of any such sale is
commercially reasonable (to the extent such sale is permitted by applicable
law), or exercise any other right or remedy the Administrative Agent and any
Lender may have against the Borrower or any other party, or any security,
without affecting or impairing in any way the liability of any Guarantor
hereunder except to the extent the Credit Party Obligations have been paid in
full.  Each of the Guarantors, to the extent permitted by law, waives
any defense arising out of any such election by the Administrative Agent and
each of the Lenders, even though such election operates to impair or extinguish
any right of reimbursement or subrogation or other right or remedy of the
Guarantors against the Borrower or any other party or any
security.


    
      
         


      

      
        62

        
          

        

      

      
         


      

    


    


    


    (b)      Each
of the Guarantors waives all presentments, demands for performance, protests and
notices, including without limitation notices of nonperformance, notice of
protest, notices of dishonor, notices of acceptance of this Guaranty, and
notices of the existence, creation or incurring of new or additional Credit
Party Obligations.  Each Guarantor assumes all responsibility for
being and keeping itself informed of the Borrower’s financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of
the Credit Party Obligations and the nature, scope and extent of the risks which
such Guarantor assumes and incurs hereunder, and agrees that neither the
Administrative Agent nor any Lender shall have any duty to advise such Guarantor
of information known to it regarding such circumstances or risks.

    


    (c)           Each
of the Guarantors hereby agrees it will not exercise any rights of subrogation
which it may at any time otherwise have as a result of this Guaranty (whether
contractual, under Section 509 of the U.S. Bankruptcy Code, or otherwise) to the
claims of the Lenders or the Hedging Agreement Provider against the Borrower or
any other guarantor of the Credit Party Obligations of the Borrower owing to the
Lenders or such Hedging Agreement Provider (collectively, the “Other Parties”) and
all contractual, statutory or common law rights of reimbursement, contribution
or indemnity from any Other Party which it may at any time otherwise have as a
result of this Guaranty until such time as the Credit Party Obligations shall
have been paid in full, no Credit Document or Hedging Agreement with a Hedging
Agreement Provider remains in effect and the Commitments have been
terminated.  Each of the Guarantors hereby further agrees not to
exercise any right to enforce any other remedy which the Administrative Agent,
the Lenders or any Hedging Agreement Provider now have or may hereafter have
against any Other Party, any endorser or any other guarantor of all or any part
of the Credit Party Obligations of the Borrower and any benefit of, and any
right to participate in, any security or collateral given to or for the benefit
of the Lenders and/or the Hedging Agreement Providers to secure payment of the
Credit Party Obligations of the Borrower until such time as the Credit Party
Obligations shall have been paid in full, no Credit Document or Hedging
Agreement with a Hedging Agreement Provider remains in effect and the
Commitments have been terminated.

    


    9.8            Limitation on
Enforcement.

    


    The
Lenders and the Hedging Agreement Providers agree that this Guaranty may be
enforced only by the action of the Administrative Agent acting upon the
instructions of the Required Lenders or any such Hedging Agreement Provider
(only with respect to obligations under the applicable Hedging Agreement entered
into with such Hedging Agreement Provider) and that no Lender or Hedging
Agreement Provider shall have any right individually to seek to enforce or to
enforce this Guaranty, it being understood and agreed that such rights and
remedies may be exercised by the Administrative Agent for the benefit of the
Lenders under the terms of this Credit Agreement and for the benefit of any
Hedging Agreement Provider under any Hedging Agreement provided by such Hedging
Agreement Provider.  The Lenders and the Hedging Agreement Providers
further agree that this Guaranty may not be enforced against any director,
officer, employee or stockholder of the Guarantors.


    
      
         


      

      
        63

        
          

        

      

      
         


      

    

     

    9.9            Confirmation of
Payment.

    


    The
Administrative Agent and the Lenders will, upon request after payment of the
Credit Party Obligations under the Credit Documents which are the subject of
this Guaranty and termination of the Commitments relating thereto, confirm to
the Borrower, the Guarantors or any other Person that the Credit Party
Obligations under the Credit Documents have been paid in full and the
Commitments relating thereto terminated, subject to the provisions of Section
9.2.

    


    


    SECTION
10

    MISCELLANEOUS

    


    10.1          Amendments and
Waivers.

    


    Neither
this Credit Agreement, nor any of the other Credit Documents, nor any terms
hereof or thereof may be amended, supplemented, waived or modified except in
accordance with the provisions of this Section.  The Required Lenders
may, or, with the written consent of the Required Lenders, the Administrative
Agent may, from time to time, (a) enter into with the Borrower written
amendments, supplements or modifications hereto and to the other Credit
Documents for the purpose of adding any provisions to this Credit Agreement or
the other Credit Documents or changing in any manner the rights of the Lenders
or of the Borrower hereunder or thereunder or (b) waive, on such terms and
conditions as the Required Lenders may specify in such instrument, any of the
requirements of this Credit Agreement or the other Credit Documents or any
Default or Event of Default and its consequences; provided, however, that,
subject to Section 7.3, no
such waiver and no such amendment, waiver, supplement, modification or release
shall:

    


    (i)        reduce
the amount or extend the scheduled date of maturity of any Term Loan or Note or
any installment thereon, or reduce the stated rate of any interest or fee
payable hereunder (except in connection with a waiver of interest at the
increased post-default rate) or extend the scheduled date of any payment thereof
or increase the amount or extend the expiration date of any Lender’s Commitment,
in each case without the written consent of each Lender directly affected
thereby; or

    


    (ii)       amend,
modify or waive any provision of this Section 10.1 or
reduce the percentage specified in the definition of Required Lenders, without
the written consent of all the Lenders; or

    


    (iii)      amend,
modify or waive any provision of Section 9 without the
written consent of the then Administrative Agent; or


    
      
         


      

      
        64

        
          

        

      

      
         


      

    

    


    (iv)     release
all or substantially all of the Guarantors from their obligations under the
Guaranty, without the written consent of all the Lenders; or

    


    (v)      amend,
modify or waive any provision of the Credit Documents requiring consent,
approval or request of the Required Lenders or all Lenders, without the written
consent of the Required Lenders or of all Lenders as appropriate;
or

    


    (vi)     amend
or modify the definition of Credit Party Obligations to delete or exclude any
obligation or liability described therein without the written consent of each
Lender and each Hedging Agreement Provider directly affected thereby;
or

    


    (vii)    amend,
modify or waive the order in which Credit Party Obligations are paid in Section 2.7(b)
without the written consent of each Lender and each Hedging Agreement Provider
directly affected thereby;

    


    provided, further, that no
amendment, waiver or consent affecting the rights or duties of the
Administrative Agent under any Credit Document shall in any event be effective,
unless in writing and signed by the Administrative Agent in addition to the
Lenders required hereinabove to take such action.

    


    Any such
waiver, any such amendment, supplement or modification and any such release
shall apply equally to each of the Lenders and shall be binding upon the
Borrower, the Lenders, the other Credit Parties, the Administrative Agent and
all future holders of the Notes.  In the case of any waiver, the
Borrower, the other Credit Parties, the Lenders and the Administrative Agent
shall be restored to their former position and rights hereunder and under the
outstanding Term Loans and Notes and other Credit Documents, and any Default or
Event of Default permanently waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon.

    


    The
Borrower and the Lenders hereby authorize the Administrative Agent to modify
this Credit Agreement by unilaterally amending or supplementing Schedule 1.1C from
time to time in the manner requested by the Borrower, the Administrative Agent
or any Lender in order to reflect any assignments or transfers of the Term Loans
as provided for hereunder; provided further, however, that the
Administrative Agent shall promptly deliver a copy of any such modification to
the Borrower and each Lender.

    


    Notwithstanding
the fact that the consent of all the Lenders is required in certain
circumstances as set forth above, (A) each Lender is entitled to vote as such
Lender sees fit on any bankruptcy reorganization plan that affects the Term
Loans, and each Lender acknowledges that the provisions of Section 1126(c) of
the Bankruptcy Code supersedes the unanimous consent provisions set forth herein
and (B) the Required Lenders may consent to allow a Credit Party to use cash
collateral in the context of a bankruptcy or insolvency
proceeding.


    
      
         


      

      
        65

        
          

        

      

      
         


      

    

    


    The
Borrower shall be permitted to replace with a replacement financial institution
acceptable to the Administrative Agent any Lender (other than Wachovia Bank,
National Association) that fails to consent to any proposed amendment,
modification, termination, waiver or consent with respect to any provision
hereof or of any other Credit Document that requires the unanimous approval of
all of the Lenders, the approval of all of the Lenders affected thereby or the
approval of a class of Lenders, in each case in accordance with the terms of
this Section 10.1, so
long as the consent of the Required Lenders shall have been obtained with
respect to such amendment, modification, termination, waiver or consent; provided that (1)
such replacement does not conflict with any Requirement of Law, (2) the
replacement financial institution shall purchase, at par, all Term Loans and
other amounts owing to such replaced Lender on or prior to the date of
replacement, (3) the replacement financial institution shall approve the
proposed amendment, modification, termination, waiver or consent, (4) the
Borrower shall be liable to such replaced Lender under Section 2.12 if any
LIBOR Rate Loan owing to such replaced Lender shall be purchased other than on
the last day of the Interest Period relating thereto, (5) the replaced Lender
shall be obligated to make such replacement in accordance with the provisions of
Section 10.6
(provided that the Borrower shall be obligated to pay the registration and
processing fee referred to therein), (6) until such time as such replacement
shall be consummated, the Borrower shall pay to the replaced Lender all
additional amounts (if any) required pursuant to Section 2.10, 2.11 or 2.13(a), as the case
may be, (7) the Borrower provides at least three (3) Business Days’ prior notice
to such replaced Lender, and (8) any such replacement shall not be deemed
to be a waiver of any rights that the Borrower, the Administrative Agent or any
other Lender shall have against the replaced Lender.  If any replaced
Lender fails to execute the agreements required under Section 10.6 in
connection with an assignment pursuant to this Section 10.1, the
Borrower may, upon two (2) Business Days’ prior notice to such replaced Lender,
execute such agreements on behalf of such replaced Lender.  A Lender
shall not be required to be replaced if, prior thereto, as a result of a waiver
by such Lender or otherwise, the circumstances entitling the Borrower to require
such replacement cease to apply.

    


    10.2          Notices.

    


    (a)       All
notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing (including by telecopy or other electronic
communications as provided below), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made (a) when delivered by
hand, (b) when transmitted via telecopy (or other facsimile device) to the
number set out herein, (c) the day following the day on which the same has been
delivered prepaid (or pursuant to an invoice arrangement) to a reputable
national overnight air courier service, or (d) the third Business Day following
the day on which the same is sent by certified or registered mail, postage
prepaid, in each case addressed as follows in the case of the Borrower, the
other Credit Parties and the Administrative Agent, and in the case of the
Lenders as set forth in such Lender’s Administrative Details Form, or to such
other address as may be hereafter notified by the respective parties hereto and
any future Lenders or holders of the Notes:


    
      
         


      

      
        66

        
          

        

      

      
         


      

    

     

    
      	 
      	
              if
      to the Borrower:

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              HNI
      Corporation

            
	 
      	 
      	
              408
      East Second Street

            
	 
      	 
      	
              Muscatine,
      Iowa 52761-0071

            
	 
      	 
      	 
      	
              Treasurer
      and Director,

            
	 
      	 
      	 
      	
              Mergers
      and Acquisitions

            
	 
      	 
      	
              Telephone:

            	
              (563)
      272-4844

            
	 
      	 
      	
              Telecopy:

            	
              (563)
      272-7655

            
	 
      	 
      	 
      	 
      
	 
      	
              with
      a copy to:

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              HNI
      Corporation

            
	 
      	 
      	
              408
      East Second Street

            
	 
      	 
      	
              Muscatine,
      Iowa 52761-0071

            
	 
      	 
      	
              Attention:

            	
              General
      Counsel

            
	 
      	 
      	
              Telephone:

            	
              (563)
      272-7123

            
	 
      	 
      	
              Telecopy:

            	
              (563)
      272-7237

            
	 
      	 
      	 
      	 
      
	 
      	
              if
      to the Administrative Agent:

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Wachovia
      Bank, National Association, as Administrative Agent

            
	 
      	 
      	
              1525
      W.T. Harris Blvd.

            
	 
      	 
      	
              Mail
      Code NC 0680

            
	 
      	 
      	
              Charlotte,
      North Carolina 28262

            
	 
      	 
      	
              Attention:

            	
              Syndication
      Agency Services

            
	 
      	 
      	
              Telephone:

            	
              (704)
      590-2735

            
	 
      	 
      	
              Fax:

            	
              (704)
      590-2790

            
	 
      	 
      	 
      	 
      
	 
      	
              with
      a copy to:

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              Wachovia
      Bank, National Association

            
	 
      	 
      	
              1525
      West WT Harris Blvd, 3A2

            
	 
      	 
      	
              Charlotte,
      NC  28262

            
	 
      	 
      	
              Mailcode: 
      NC0680

            
	 
      	 
      	
              Attention:

            	
              Chanue
      Michael

            
	 
      	 
      	
              Telephone:

            	
              (704)
      590-2735

            
	 
      	 
      	
              Telecopy:

            	
              (704)
      590-2790

            


    

    


    


    (b)           Notices
and other communications to the Lenders or the Administrative Agent hereunder
may be delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved by the
Administrative Agent; provided that the
foregoing shall not apply to notices to any Lender pursuant to Section 2 if such
Lender, as applicable, has notified the Administrative Agent that it is
incapable of receiving notices under such Section by electronic
communication.  The Administrative Agent or the Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or
communications.


    
      
         


      

      
        67

        
          

        

      

      
         


      

    

     

    Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other
written acknowledgement); provided that if such
notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next business day for the recipient, and
(ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at
its e-mail address as described in the foregoing clause (i) of notification
that such notice or communication is available and identifying the website
address therefor.

    


    10.3          No Waiver; Cumulative
Remedies.

    


    No
failure to exercise and no delay in exercising, on the part of the
Administrative Agent or any Lender, any right, remedy, power or privilege
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights, remedies, powers and privileges herein
provided are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.

    


    10.4        
Survival of
Representations and Warranties.

    


    All
representations and warranties made hereunder and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Credit Agreement and the Notes and the making
of the Term Loans; provided that all
such representations and warranties shall terminate on the date upon which the
Commitments have been terminated and all Credit Party Obligations have been paid
in full.

    


    10.5          Payment of Expenses and
Taxes.

    


    The
Credit Parties jointly and severally agree (a) to pay or reimburse the
Administrative Agent and the Lead Arranger for all their reasonable
out-of-pocket costs and expenses incurred in connection with the development,
preparation, negotiation, printing and execution of, and any amendment,
supplement or modification to, this Credit Agreement and the other Credit
Documents and any other documents prepared in connection herewith or therewith,
and the consummation and administration of the transactions contemplated hereby
and thereby, together with the reasonable fees and disbursements of counsel to
the Administrative Agent and the Lead Arranger, (b) to pay or reimburse each
Lender and the Administrative Agent for all its costs and expenses incurred in
connection with the enforcement or preservation of any rights under this Credit
Agreement and the other Credit Documents, including, without limitation, the
reasonable fees and disbursements of counsel to the Administrative Agent and to
the Lenders, (c) on demand, to pay, indemnify, and hold each Lender and the
Administrative Agent harmless from, any and all recording and filing fees and
any and all liabilities with respect to, or resulting from any delay in paying,
stamp, excise and other similar taxes, if any, which may be payable or
determined to be payable in connection with the execution and delivery of, or
consummation or administration of any of the transactions contemplated by, or
any amendment, supplement or modification of, or any waiver or consent under or
in respect of, the Credit Documents, (d) to pay or reimburse each Lender and the
Administrative Agent for any reasonable costs, fees or expenses incurred in
connection with any investigation (including, without limitation, background
checks) performed to determine whether the Borrower or any of its Subsidiaries
or any officer, director, shareholder or affiliate of the Borrower or any of its
Subsidiaries has violated any Anti-Terrorism Laws or other similar law and (e)
to pay, indemnify, and hold each Lender and the Administrative Agent and their
Affiliates harmless from and against, any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs
(including, without limitation, settlement costs), expenses or disbursements of
any kind or nature whatsoever with respect to the execution, delivery,
enforcement, performance and administration of the Credit Documents and any such
other documents and the use, or proposed use, of proceeds of the Term Loans
(other than, in each case, with respect to actions by the Borrower against any
Indemnified Party in which the Borrower is the prevailing party) (all of the
foregoing, collectively, the “Indemnified
Liabilities”); provided, however, that the
Borrower shall not have any obligation hereunder to the Administrative Agent or
any Lender with respect to Indemnified Liabilities arising from the gross
negligence or willful misconduct of the Administrative Agent or any such Lender,
as determined by a court of competent jurisdiction pursuant to a final
non-appealable judgment.  The agreements in this Section 10.5 shall
survive repayment of the Term Loans, Notes and all other Credit Party
Obligations.


    
      
         


      

      
        68

        
          

        

      

      
         


      

    

     

    10.6          Successors and Assigns;
Participations; Purchasing Lenders.

    


    (a)           This
Credit Agreement shall be binding upon and inure to the benefit of the Borrower,
the Lenders, the Administrative Agent, all future Lenders and holders of the
Notes and their respective successors and assigns, except that the Borrower may
not assign or transfer any of its rights or obligations under this Credit
Agreement or the other Credit Documents without the prior written consent of
each Lender.

    


    (b)           Any
Lender may, in the ordinary course of its commercial banking business and in
accordance with applicable law, at any time sell to one or more banks or other
entities (“Participants”)
participating interests in any Term Loan owing to such Lender, any Note held by
such Lender, any Commitment of such Lender, or any other interest of such Lender
hereunder.  In the event of any such sale by a Lender of participating
interests to a Participant, such Lender’s obligations under this Credit
Agreement to the other parties to this Credit Agreement shall remain unchanged,
such Lender shall remain solely responsible for the performance thereof, such
Lender shall remain the holder of any such Note for all purposes under this
Credit Agreement, and the Borrower and the Administrative Agent shall continue
to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Credit Agreement.  No Lender shall
transfer or grant any participation under which the Participant shall have
rights to approve any amendment to or waiver of this Credit Agreement or any
other Credit Document except to the extent such amendment or waiver would (i)
extend the scheduled maturity of any Term Loan or Note or any installment
thereon in which such Participant is participating, or reduce the stated rate or
extend the time of payment of interest or fees thereon (except in connection
with a waiver of interest at the increased post-default rate) or reduce the
principal amount thereof, or increase the amount of the Participant’s
participation over the amount thereof then in effect (it being understood that a
waiver of any Default or Event of Default shall not constitute a change in the
terms of such participation, and that an increase in any Commitment or Term Loan
shall be permitted without consent of any Participant if the Participant’s
participation is not increased as a result thereof), (ii) release all or
substantially all of the Guarantors from their obligations under the Guaranty or
(iii) consent to the assignment or transfer by the Borrower of any of its rights
and obligations under this Credit Agreement.  In the case of any such
participation, the Participant shall not have any rights under this Credit
Agreement or any of the other Credit Documents (the Participant’s rights against
such Lender in respect of such participation to be those set forth in the
agreement executed by such Lender in favor of the Participant relating thereto)
and all amounts payable by the Borrower hereunder shall be determined as if such
Lender had not sold such participation; provided that each
Participant shall be entitled to the benefits of Sections 2.10, 2.11, 2.12 and 10.5 with respect to
its participation in the Commitments and the Term Loans outstanding from time to
time; provided
further, that
no Participant shall be entitled to receive any greater amount pursuant to such
Sections than the transferor Lender would have been entitled to receive in
respect of the amount of the participation transferred by such transferor Lender
to such Participant had no such transfer occurred.


    
      
         


      

      
        69

        
          

        

      

      
         


      

    

     

    (c)           Any
Lender may, in the ordinary course of its lending business and in accordance
with applicable law, at any time, sell or assign to any Lender or any Affiliate
or Related Fund thereof and, with the consent of the Administrative Agent and,
so long as no Default or Event of Default has occurred and is continuing, the
Borrower (in each case, which consent shall not be unreasonably withheld or
delayed), to one or more additional banks or financial institutions or entities
(“Purchasing
Lenders”), all or any part of its rights and obligations under this
Credit Agreement and the Term Loan Notes in minimum amounts of $5,000,000 with
respect to its Commitment and Term Loans (or, if less, the entire amount of such
Lender’s obligations), pursuant to an Assignment and Assumption, executed by
such Purchasing Lender and such transferor Lender (and, to the extent required
above, the Administrative Agent and the Borrower), and delivered to the
Administrative Agent for its acceptance and recording in the Register; provided that, except
in the case of an assignment of the entire remaining amount of the transferor
Lender’s Commitment and the Term Loans at the time owing to it, the principal
outstanding balance of the Term Loans of the transferor Lender subsequent to the
effectiveness of the Assignment and Assumption shall not be less than
$5,000,000, unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Borrower otherwise consent (each
such consent not to be unreasonably withheld or delayed).  Upon such
execution, delivery, acceptance and recording, from and after the Effective Date
specified in such Assignment and Assumption, (x) the Purchasing Lender
thereunder shall be a party hereto and, to the extent provided in such
Assignment and Assumption, have the rights and obligations of a Lender hereunder
with a Commitment as set forth therein, and (y) the transferor Lender thereunder
shall, to the extent provided in such Assignment and Assumption, be released
from its obligations under this Credit Agreement (and, in the case of an
Assignment and Assumption covering all or the remaining portion of a transferor
Lender’s rights and obligations under this Credit Agreement, such transferor
Lender shall cease to be a party hereto; provided, however, that such
Lender shall still be entitled to any indemnification rights
hereunder).  Such Assignment and Assumption shall be deemed to amend
this Credit Agreement to the extent, and only to the extent, necessary to
reflect the addition of such Purchasing Lender and the resulting adjustment of
the outstanding principal amount of the Term Loans held by each Lender arising
from the purchase by such Purchasing Lender of all or a portion of the rights
and obligations of such transferor Lender under this Credit Agreement and the
Notes.  On or prior to the Effective Date specified in such Assignment
and Assumption, the Borrower shall execute and deliver to the Administrative
Agent in exchange for any Notes delivered to the Administrative Agent pursuant
to such Assignment and Assumption new Notes to the order of such Purchasing
Lender, to the extent requested by such Purchasing Lender, in an amount equal to
the Commitment assumed by it pursuant to such Assignment and Assumption and,
unless the transferor Lender has not retained a Commitment hereunder, new Notes,
if requested, to the order of the transferor Lender in an amount equal to the
Commitment retained by it hereunder.  Such new Notes shall be dated
the Closing Date and shall otherwise be in the form of the Notes replaced
thereby.  The Notes surrendered by the transferor Lender shall be
returned by the Administrative Agent to the Borrower marked
“canceled”.


    
      
         


      

      
        70

        
          

        

      

      
         


      

    

     

    (d)           The
Administrative Agent shall maintain at its address referred to in Section 10.2 a
copy of each Assignment and Assumption delivered to it and a register (the
“Register”) for
the recordation of the names and addresses of the Lenders and the Commitment of,
and principal amount of the Term Loans owing to, each Lender from time to
time.  The entries in the Register shall be conclusive, in the absence
of manifest error, and the Borrower, the Administrative Agent and the Lenders
may treat each Person whose name is recorded in the Register as the owner of the
Term Loan recorded therein for all purposes of this Credit
Agreement.  The Register shall be available for inspection by the
Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

    


    (e)           Upon
its receipt of a duly executed Assignment and Assumption, together with payment
to the Administrative Agent by the transferor Lender or the Purchasing Lender,
as agreed between them, of a registration and processing fee of $3,500 for each
Purchasing Lender listed in such Assignment and Assumption and the Notes subject
to such Assignment and Assumption, the Administrative Agent shall (i) accept
such Assignment and Assumption, (ii) record the information contained therein in
the Register and (iii) give prompt notice of such acceptance and recordation to
the Lenders and the Borrower.

    


    (f)           The
Borrower authorizes each Lender to disclose to any Participant or Purchasing
Lender (each, a “Transferee”) and any
prospective Transferee any and all financial information in such Lender’s
possession concerning the Borrower and its Affiliates which has been delivered
to such Lender by or on behalf of the Borrower pursuant to this Credit Agreement
or which has been delivered to such Lender by or on behalf of the Borrower in
connection with such Lender’s credit evaluation of the Borrower and its
Subsidiaries prior to becoming a party to this Credit Agreement, in each case
subject to Section
10.15.

    


    (g)           At
the time of each assignment pursuant to this Section 10.6 to a
Person which is not already a Lender hereunder and which is not a United States
person (as such term is defined in Section 7701(a)(30) of the Code) for federal
income tax purposes, the respective assignee Lender shall provide to the
Borrower and the Administrative Agent the appropriate Internal Revenue Service
Forms (and, if applicable, a 2.13 Certificate) described in Section
2.13.


    
      
         


      

      
        71

        
          

        

      

      
         


      

    

     

    (h)           Nothing
herein shall prohibit any Lender from pledging or assigning any of its rights
under this Credit Agreement (including, without limitation, any right to payment
of principal and interest under any Note) to any Federal Reserve Bank in
accordance with applicable laws.

    


    (i)           Any
sale or assignment pursuant to this Section 10.6 shall
contain a representation and warranty by the Transferee to the effect that none
of the funds, monies, assets or other consideration to be used by it to make the
purchase or assignment of or to fund the Term Loan or other extension of credit
under this Credit Agreement or other Credit Documents constitutes “plan assets”
as defined in ERISA and that the rights benefits and interests of the Transferee
in and under this Credit Agreement and other Credit Documents will not be “plan
assets” under ERISA.

    


    10.7          Adjustments;
Set-off.

    


    (a)           Each
Lender agrees that if any Lender (a “Benefited Lender”)
shall at any time receive any payment of all or part of its Term Loans, or
interest thereon, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by set-off, pursuant to events or proceedings of
the nature referred to in Section 7.1(e), or
otherwise) in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in respect of such other Lender’s Term
Loans, or interest thereon, such Benefited Lender shall purchase for cash from
the other Lenders a participating interest in such portion of each such other
Lender’s Term Loan, or shall provide such other Lenders with the benefits of any
such collateral, or the proceeds thereof, as shall be necessary to cause such
Benefited Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Lenders; provided, however, that if all
or any portion of such excess payment or benefits is thereafter recovered from
such Benefited Lender, such purchase shall be rescinded, and the purchase price
and benefits returned, to the extent of such recovery, but without
interest.  The Borrower agrees that each Lender so purchasing a
portion of another Lender’s Term Loans may exercise all rights of payment
(including, without limitation, rights of set-off) with respect to such portion
as fully as if such Lender were the direct holder of such portion.

    


    (b)           In
addition to any rights and remedies of the Lenders provided by law (including,
without limitation, other rights of set-off), each Lender shall have the right,
without prior notice to any Credit Party, any such notice being expressly waived
by the Credit Parties to the extent permitted by applicable law, upon the
occurrence of any Event of Default, to setoff and appropriate and apply any and
all deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency
thereof to or for the credit or the account of any Credit Party, or any part
thereof in such amounts as such Lender may elect, against and on account of any
Credit Party Obligations owing to such Lender, as such Lender may elect, whether
or not such Lender has made any demand for payment and although such
obligations, liabilities and claims may be contingent or
unmatured.  The aforesaid right of set-off may be exercised by such
Lender against the Credit Party or against any trustee in bankruptcy, debtor in
possession, assignee for the benefit of creditors, receiver or execution,
judgment or attachment creditor of any such Credit Party, or against anyone else
claiming through or against any such Credit Party or any such trustee in
bankruptcy, debtor in possession, assignee for the benefit of creditors,
receiver, or execution, judgment or attachment creditor, notwithstanding the
fact that such right of set-off shall not have been exercised by such Lender
prior to the occurrence of any Event of Default.  Each Lender agrees
promptly to notify the applicable Credit Party and the Administrative Agent
after any such set-off and application made by such Lender; provided, however, that the
failure to give such notice shall not affect the validity of such set-off and
application.


    
      
         


      

      
        72

        
          

        

      

      
         


      

    

     

    10.8          Table of Contents and
Section Headings.

    


    The table
of contents and the Section and subsection headings herein are intended for
convenience only and shall be ignored in construing this Credit
Agreement.

    


    10.9          Counterparts.

    


    This
Credit Agreement may be executed by one or more of the parties to this Credit
Agreement on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same
agreement.

    


    10.10        Effectiveness.

    


    This
Credit Agreement shall become effective on the date on which all of the parties
have signed a copy hereof (whether the same or different copies) and shall have
delivered the same to the Administrative Agent (or counsel to the Administrative
Agent) or, in the case of the Lenders, shall have given to the Administrative
Agent written, telecopied or telex notice (actually received) at such office
that the same has been signed and mailed to it.

    


    10.11        Severability.

    


    Any
provision of this Credit Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

    


    10.12        Integration.

    


    This
Credit Agreement and the other Credit Documents represent the agreement of the
Borrower, the Administrative Agent and the Lenders with respect to the subject
matter hereof, and there are no promises, undertakings, representations or
warranties by the Administrative Agent, the Borrower or any Lender relative to
the subject matter hereof not expressly set forth or referred to herein or in
the other Credit Documents.


    
      
         


      

      
        73

        
          

        

      

      
         


      

    

     

    10.13       
GOVERNING
LAW.

    


    THIS
CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS SHALL
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.

    


    10.14        Consent to Jurisdiction and
Service of Process.

    


    All judicial proceedings brought
against the Borrower and/or any other Credit Party with respect to this Credit
Agreement, any Note or any of the other Credit Documents may be brought in the
courts of the State
of New York in New York County or of the United States for the Southern District
of New York, and, by execution and delivery of this Credit Agreement, each of
the Borrower and the other Credit Parties accepts, for itself and in connection
with its properties, generally and unconditionally, the non-exclusive
jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any
final judgment rendered thereby in connection with this Credit Agreement, any
Note or any other Credit Document from which no appeal has been taken or is
available.  Each of the Borrower and the other Credit Parties
irrevocably agrees that all service of process in any such proceedings in any
such court may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to it at its
address set forth in Section 10.2 or at
such other address of which the Administrative Agent shall have been notified
pursuant thereto, such service being hereby acknowledged by each of the Borrower
and the other Credit Parties to be effective and binding service in every
respect.  Each of the Borrower, the Administrative Agent and the
Lenders irrevocably waives any objection, including, without limitation, any
objection to the laying of venue based on the grounds of forum non conveniens
which it may now or hereafter have to the bringing of any such action or
proceeding in any such jurisdiction.  Nothing herein shall affect any
right that any party hereto may have to serve process in any other manner
permitted by law or shall limit the right of any Lender to bring proceedings
against the Borrower or the other Credit Parties in the court of any other
jurisdiction.

    


    10.15        Confidentiality.

    


    The
Administrative Agent and each of the Lenders agrees that it will use its best
efforts not to disclose without the prior consent of the Borrower (other than to
its employees, affiliates, auditors or counsel or to another Lender) any
non-public information with respect to the Borrower and its Subsidiaries which
is furnished pursuant to this Credit Agreement, any other Credit Document or any
documents contemplated by or referred to herein or therein, except that any
Lender may disclose any such information (a) as has become generally available
to the public other than by a breach of this Section 10.15, (b) as
may be required in any report, statement or testimony submitted to any
municipal, state or federal regulatory body having or claiming to have
jurisdiction over such Lender or to the Federal Reserve Board or the Federal
Deposit Insurance Corporation or the OCC or the NAIC or similar organizations
(whether in the United States or elsewhere) or their successors, (c) as may be
required in response to any summons or subpoena or any law, order, regulation or
ruling applicable to such Lender, provided that such
Lender will, to the extent permitted by law, promptly give notice to the
Borrower before any such disclosure so that the Borrower may seek to obtain a
protective order, (d) to any prospective Participant or assignee in connection
with any contemplated transfer pursuant to Section 10.6; provided that such
prospective transferee shall have agreed to be bound by the confidentiality
provisions set forth in this Section 10.15, (e) to
any actual or prospective counterparty (or its advisors) to any Hedging
Agreement relating to a Credit Party and its obligations; provided that such
Person(s) shall have agreed to be bound by the confidentiality provisions set
forth in this Section
10.15, (f) to Gold Sheets and other
similar bank trade publications, such information to consist solely of deal
terms and other information regarding the credit facilities evidenced by this
Credit Agreement customarily found in such publications or (g) in connection
with any suit, action or proceeding for the purpose of defending itself,
reducing its liability, or protecting or exercising any of its claims, rights,
remedies or interests under or in connection with the Credit Documents or any
Hedging Agreement entered into with a Hedging Agreement
Provider.


    
      
         


      

      
        74

        
          

        

      

      
         


      

    

     

    10.16       
Acknowledgments.

    


    The
Borrower and the other Credit Parties each hereby acknowledges
that:

    


    (a)           it
has been advised by counsel in the negotiation, execution and delivery of each
Credit Document;

    


    (b)           neither
the Administrative Agent nor any Lender has any fiduciary relationship with or
duty to the Borrower or any other Credit Party arising out of or in connection
with this Credit Agreement and the relationship between Administrative Agent and
Lenders, on one hand, and the Borrower and the other Credit Parties, on the
other hand, in connection herewith is solely that of debtor and creditor;
and

    


    (c)           no
joint venture exists among the Lenders or among the Borrower and the
Lenders.

    


    10.17       Waivers of Jury
Trial.

    


    THE
BORROWER, THE OTHER CREDIT PARTIES, THE ADMINISTRATIVE AGENT AND THE LENDERS
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE EXTENT PERMITTED BY
APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM
THEREIN.

    


    [Remainder
of Page Intentionally Left Blank]


    
      
         


      

      
        75

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, each of
the parties hereto has caused a counterpart of this Credit Agreement to be duly
executed and delivered as of the date first above written.

    


    
      	
              BORROWER:

            	
              HNI
      CORPORATION,

            
	 
      	
              an
      Iowa corporation

            
	 
      	 
      
	 
      	
              By:

            	/s/ Marshall H. Bridges	
               

            
	 
      	
              Name:

            	
              Marshall
      H. Bridges

            
	 
      	
              Title:

            	
              Treasurer
      and Vice President, Mergers and Acquisitions

            
	 
      	 
      	 
      
	
              GUARANTORS:

            	
              THE
      HON COMPANY

            
	 
      	
              ALLSTEEL
      INC.

            
	 
      	
              HEARTH
      & HOME TECHNOLOGIES INC.

            
	 
      	
              PAOLI
      INC.

            
	 
      	
              RIVER
      BEND CAPITAL CORPORATION

            
	 
      	
              THE
      GUNLOCKE COMPANY L.L.C.

            
	 
      	
              MAXON
      FURNITURE INC.

            
	 
      	
              HICKORY
      BUSINESS FURNITURE, LLC

            
	 
      	 
      	 
      
	 
      	
              By:

            	/s/ Steven M. Bradford	
               

            
	 
      	
              Name:

            	
              Steven
      M. Bradford

            
	 
      	
              Title:

            	
              Vice
      President and Secretary

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              LENDERS:

            	
              WACHOVIA BANK, NATIONAL
      ASSOCIATION,

            
	 
      	
              individually
      in its capacity as a

            
	 
      	
              Lender
      and in its capacity as Administrative Agent

            
	 
      	 
      	 
      
	 
      	
              By: 

            	/s/
      Martha M. Winters	 
	 
      	
              Name:

            	
              Martha
      M. Winters

            
	 
      	
              Title:

            	
              Director

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	 
      	
              BANK OF AMERICA,
      N.A.,

            
	 
      	
              as
      a Lender

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	/s/ Scott T. Hitchens	
               

            
	 
      	
              Name:

            	
              Scott
      T. Hitchens

            
	 
      	
              Title:

            	
              Vice
      President

            


    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	 
      	
              WELLS FARGO BANK,
      N.A.,

            
	 
      	
              as
      a Lender

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	/s/ Denise L. Vastine	
               

            
	 
      	
              Name:

            	
              Denise
      L. Vastine

            
	 
      	
              Title:

            	
              Vice
      President

            


    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	 
      	
              NATIONAL CITY
      BANK,

            
	 
      	
              as
      a Lender

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	/s/ Derek R. Cook	
               

            
	 
      	
              Name:

            	
              Derek
      R. Cook

            
	 
      	
              Title:

            	
              Senior
      Vice President

            


    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	 
      	
              HSBC BANK USA,
      N.A.,

            
	 
      	
              as
      a Lender

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	/s/ Melissa Morris	
               

            
	 
      	
              Name:

            	
              Melissa
      Morris

            
	 
      	
              Title:

            	
              Vice
      President

            


    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	 
      	
              THE NORTHERN TRUST
      COMPANY,

            
	 
      	
              as
      a Lender

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 /s/ William R. Kopp	
               

            
	 
      	
              Name:

            	
              William
      R. Kopp

            
	 
      	
              Title:

            	
              Vice
      President